| Nieuwsbrief |
| |
|
Meld u aan voor onze nieuwsbrief:
|
|
|
|
|
Leveringsvoorwaarden
A. Conditions for the sale and delivery of products and
related services
Art. I General
1. If these General Conditions of Sale and Delivery are part of
quotes for and agreements to perform delivery of products
and/or services by the contractor, all the provisions of these
conditions are in force between the parties in so far as they
have not been explicitly departed from by both in writing.
A reference by the principal to the principal’s own purchase,
tendering or other conditions is explicitly rejected by the
contractor.
2. For the purpose of these conditions of delivery:
- the contractor is any party referring in his quote to these
conditions;
- the principal is any party to whom the aforementioned quote
is directed.
Art. II Quote
1. Each quote made by the contractor involves no commitment.
2. Each quote is based on implementation of the agreement by the
contractor under normal circumstances and during normal
working hours.
Art. III Agreement
1. If the agreement is concluded in writing it is completed on the
day of the signing of the contract by the contractor or on the
day of the dispatch of the written confirmation of the order by
the principal.
2. By additional work is meant everything the contractor, in
consultation with the principal, whether in writing or not,
delivers and/or installs during the performance under the
agreement exceeding the quantities explicitly laid down in the
contract or in the order confirmation, or if the contractor
performs more activities than explicitly laid down in the
contract or order confirmation.
3. All commitments by and agreements with subordinates of the
contractor are not binding on the principal until and insofar as
they have been confirmed by him in writing.
Art. IV Price
1. The prices quoted by the contractor are based on delivery ex
factory or store of the contractor, or carriage paid and are
excluding packaging, turnover tax and other government
charges due on the sale and delivery.
2. If assembly of the product to be delivered had been agreed with
the contractor, the price is calculated including the agreed
assembly and delivery of the product in operating order at the
location referred to in the quote, including all costs, but
excluding turnover tax.
3. If, after the date of completion of the agreement, one or
more of the cost price factors have been subject to a rise
- even if this occurs as a result of foreseeable
circumstances - the contractor is entitled to raise the
agreed price accordingly.
Art.V Drawings, calculations, descriptions,
models, tools, etc.
1. Data listed in catalogues, illustration, drawings,
statements of dimensions and weight etc. are only
binding if and insofar as they have been explicitly
included in a contract signed by the parties or an order
confirmation signed by the contractor.
2. The quote given by the contractor, as well as the
drawings, calculations, software, descriptions, models,
tools, etc. made or provided by him, remain his property,
irrespective of whether costs have been charged for
these. The information enclosed in or underlying the
manufacturing and construction methods, products, etc.
remain exclusively reserved for the contractor even if
costs have been charged for these. The principal
undertakes that the said information will not be copied,
sold to third parties, published or used without the
written permission of the contractor, except for the
implementation of the agreement.
Art.VI Delivery time/delivery
1. The delivery time commences on which ever of the
following times is latest:
a. the day on which the agreement is completion;
b. the day of receipt by the contractor of the requisite
documents, data, permits, etc. for implementing the
order;
c. the day on which the necessary formalities for
commencing the work have been fulfilled;
d. the day of receipt by the contractor of that which in
accordance with the agreement had to be paid in
advance, prior to commencing the work. If a delivery
date or week has been agreed, the delivery time is the
period between the date of completion of the
agreement and the delivery date or week.
2. The delivery time is based on the working conditions at
the time of completion of the agreement and on delivery
in good time of the materials ordered by the contractor
for implementing the work. If, due to no fault of the
contractor, a delay arises as a result of a change to the
said working conditions or because materials ordered in
good time for performing the work have not been
delivered in good time, the delivery time will be extended
insofar as is necessary.
3. The product is deemed to be delivered as regards the
delivery time, when it is available for transfer of
ownership to the principal, or at least can be placed
within his power and the principal has been informed of
this, without prejudice to the obligation of the contractor
to comply with any assembly/installation commitments.
2
4. Notwithstanding the provisions set forth elsewhere in these
conditions with regard to extending the delivery time, the
delivery time is extended by the duration of the delay arising on
the part of the contractor as a result of the failure of the
principal to comply with any of the obligations arising from the
agreement or any co-operation to be required of him with
regard to the implementation of the agreement.
5. With the exception of gross negligence on the part of the
contractor, exceeding the delivery time does not give the
principal any entitlement to full or partial dissolution of the
agreement. Exceeding of the delivery time - for whatever
reason - does not give the principal any right to perform or
have performed activities to implement the agreement without
the authority of the court.
6. Any fine in the contract for exceeding the delivery time must be
deemed to be set in the place of any entitlement of the principal
to compensation. Such a fine is not owed if the exceeding of the
delivery time is a result of force majeure.
7. If the principal refuses to take receipt of the goods offered him,
all costs deriving from this (including freight and storage costs)
are to be paid by principal.
8. In the event of cancellation of the agreement or not taking
delivery of the goods by the principal, the principal has to pay
10% of the purchase price directly to the contractor without
prejudice to the right of the contractor to claim in addition to
this compensation for costs and loss of profit full compensation
for the damage caused by the cancellation.
Art.VII Assembly/installation
1. The principal is responsible vis-à-vis the contractor for
implementing correctly and in good time all arrangements,
facilities and/or conditions that are necessary for setting up the
product to be assembled and/or the correct operation of the
product in assembled state, except if and insofar as this work is
carried out by or on behalf of the contractor in accordance with
data and/or drawings made by or on behalf of the contractor.
2. Notwithstanding the provision of paragraph 1, the principal
shall in any event arrange at his own expense and risk that:
a. the personnel of the contractor, as soon as they have arrived
at the place of installation, can commence their work and
continue performing their work during normal working hours
and, moreover, outside normal working hours, if the
contractor deems this necessary, provided the contractor
informs the principal of this in good time;
b. suitable accommodation and all amenities for the personnel
of the contractor are in place as required by virtue of
government regulations, the agreement and practice;
c. the access roads to the place of installation are suitable for
the requisite transport;
d. the designated place of installation is suitable for storage and
assembly;
e. the necessary lockable storage sites for equipment, tools and
other matters is present;
f. the requisite and usual auxiliary workers, auxiliary
equipment, additives and industrial materials (fuel, oil and
lubricants, polishing and other small materials, gas, water,
electricity, steam, pressurised air, heating, lighting, etc) as
well as the normal measuring and testing equipment for the
business of the principal, are available for the contractor in
good time, free of charge and in the right place;
g. all necessary safety and precautionary measures have been
taken and are maintained and all measures have been taken
and are maintained to comply with the applicable
government regulations with reference to
assembly/installation;
h. at the start of and during the assembly all the requisite
products are present in the correct place.
3. Damage and costs arising because the conditions set forth in
this article have not been complied with or not in good time,
are to be paid for by the principal.
4. As regards the assembly/installation time, article VI is likewise
applicable.
5. If the product, after assembly or installation, displays negligible
shortcomings, notably those which barely affect the anticipated
use of the product, if at all, this will not preclude delivery on
time. The contractor will remedy such shortcomings as soon as
possible.
Art. VIII Transfer of risk and ownership
1. As soon as the product is deemed to have been delivered in the
sense of art. VI paragraph 3, the principal bears the risk for all
direct and indirect damage, which may arise to or through the
product, except insofar as the contractor can be held to blame.
If the principal, after being given notice of default, continues to
fail to accept the product, the contractor will be entitled to
charge the principal for the costs of storing the product.
2. Notwithstanding the provision of the preceding paragraph and
the provision of art. VI paragraph 3, the ownership of the
product only passes to the principal once all that which is owed
by the principal to the contractor for deliveries or activities
relating to these, including interest and costs, have been paid to
the contractor in full.
3. The contractor, should the occasion arise, will be entitled to
unimpeded access to the delivered products. The principal will
grant all co-operation to the contractor in order to give the
contractor the opportunity of exercising the condition with
regard to ownership given in paragraph 2, by taking back the
delivered products, including any disassembly that may be
required.
Art. IX Invoicing and payment
1. Unless otherwise agreed, the agreed price will be invoiced as
follows:
a. for orders up to a total amount of ( 8,000 (incl. VAT);
30% on awarding the order;
70% prior to delivery as referred to in art. VI paragraph 3;
b. for orders above € 8,000
30% on award of the order;
30% mid-way during the delivery period;
40% prior to delivery as referred to in art. VI paragraph 3;
c. upon delivery of parts or accessories: for the full amount.
2. Unless otherwise agreed in writing, all payments should be
made without any deductions or offset, immediately upon
receipt of the invoice, to the office of the contractor, or to an
account to be designated by him.
3. If the principal does not pay within the agreed period he is
deemed to be legally in default and the contractor is entitled,
without any notice of default, to charge interest as of the due
date at a percentage of 3 points above the legal interest in force
in the Netherlands and at the same time all court and out-ofcourt
expenses arising from the collection of his claim.
Art. X Claim and guarantee
1. Claims with regard to visible defects must be made
immediately after receipt of the product, but at the latest five
days after the actual transfer of the product to the principal, in a
written specified notification by the principal to the contractor.
Claims with regard to non-visible defects must be submitted
immediately after their discovery, but in any event within the
guarantee period referred to in paragraphs 2 and 3, in a written,
specified notification by the principal to the contractor. Should
the said periods be exceeded, all claims vis-à-vis the contractor
lapse with regard to the said defect. Legal claims in this matter
should be submitted within a year after the claim has been
submitted in good time, on pain of the claim ceasing to be
valid.
2. Notwithstanding the constraints set below, the contractor
vouches for the soundness of the product he supplies and the
quality of the materials used and/or supplied for this, for a
period of 12 months subsequent to delivery in accordance with
article VI paragraph 3, excluding visible defects. If assembly or
installation by the contractor has been agreed, the
aforementioned obligation of the contractor applies for a period
of 12 months subsequent to assembly or installation, but at the
latest up to 18 months after delivery in accordance with article
3
VI paragraph 3. For separately delivered parts, a period of 6
months applies after the said delivery.
3. Paragraphs 1 and 2 are likewise applicable to defect whose
cause lies solely or largely in improper assembly/installation by
the contractor. If assembly/installation of the product by the
contractor takes place, the periods referred to in paragraphs
1 and 2 commence on the day on which assembly/installation
by the contractor has been completed, on the understanding
that in that case the period of guarantee terminates in any event
once 18 months subsequent to delivery in accordance with
article VI paragraph 3 have elapsed.
4. The defects coming under the guarantee referred to in
paragraphs 1 and 2 will be remedied by the contractor by repair
or replacement of the defective part on the contractor’s
premises or elsewhere, or by dispatching a part for
replacement, as the contractor chooses. All costs exceeding the
sole obligation as described in the preceding sentence, such as
transport costs, travel and accommodation expenses, costs of
investigation by an expert as well as costs for dismantling and
assembly, but not exclusively these, are to be paid by the
principal. The principal will grant the contractor assistance in
any disassembly and assembly upon first request.
5. The principal, after written permission from the contractor, may
have a necessary repair carried out by a third party at the
contractor’s expense, insofar as the costs of this are reasonable.
The cost price level of the contractor is borne in mind in
establishing whether this is reasonable. The third party who
may carry out a necessary repair will be designated by the
contractor in consultation with the principal.
Repair by a third party in accordance with this paragraph of the
article is only possible:
- if the contractor is unable or not able in good time to repair
the defect on his own premises, or
- if there is a disproportionate difference between the
necessary costs of transporting the product to the company
of the contractor and the costs of repairing this in situ, or
- if in connection with the circumstances of the principal it
cannot be required of him that he has the repair carried out in
the company of the contractor.
6. In any event defects that do not come under the guarantee are
those occurring which are fully or partially the result of:
a. failure on the part of the principal to have due regard for
operating and maintenance regulations or other use than is
normally anticipated;
b. defects which are not material and/or constructional faults,
such as defects arising from normal wear and tear, internal
and external contamination, rust and paint damage,
transport, freezing, overheating, overloading and/or letting
the product fall.
c. assembly/installation or repair by third parties with the
exception referred to in paragraph 5 - including the principal;
d. used materials or goods applied at the request of the
principal;
e. materials or goods which have been provided by the principal
to the contractor for treatment or processing;
f. materials, goods, methods and constructions, which have
been applied at the explicit instruction of the principal, as
well as materials and goods supplied from, by or on behalf of
the principal.
7. If the principal fails to comply with any obligation deriving from
the contract he has concluded with the contractor or a contract
connected with it, or does not do so properly or in good time,
the contractor cannot be held to any guarantee in these
agreements, however it is referred to.
8. If the principal resorts to or has resorted to disassembly, repair
or other work with reference to the product, without the prior
written approval of the contractor, all entitlement under
guarantee lapses.
9. If the contractor replaces parts/products to comply with his
guarantee obligations, the replaced parts/products become his
property. The original guarantee period is not extended upon
replacement.
10. As regards inspections, consultancy and similar operations
carried out by the contractor, no guarantee will be given. Nor
does the contractor accept any responsibility for designs and
parts made available by the principal himself.
11. The alleged non-performance by the contractor of his guarantee
obligation does not absolve the principal from his obligations
deriving for him from any agreement concluded with the
contractor.
Art. XI Liability
1. The liability of the contractor is confined to compliance with the
guarantee obligations described in article X of these conditions.
2. With the exception of gross negligence on the part of the
contractor and with the exception of the provisions of
paragraph 1, all liability of the contractor such as loss through
business interruption, other consequential loss and loss as a
result of liability vis-à-vis third parties is excluded.
3. The contractor is consequently not liable for:
- the violation of copyright, licences or other rights of third
parties as a result of the use of data provided by or on behalf
of the principal;
- damage or loss, through whatever cause, arising from raw
materials, semi-manufactures, models, tools and other
matters made available by the principal.
4. If the contractor, without being assigned to carry out the
assembly, provides assistance and help of whatever kind in the
course of the assembly, this will be done at the risk of the
principal.
5. The principal is obliged to hold harmless and indemnify the
contractor with reference to all claims of third parties to
compensation for damage, the liability of the contractor in the
relationship with the principal being excluded in these
conditions.
Art. XII Force majeure
Force majeure for the purpose of the application of these
general conditions of sale and delivery is defined as every
circumstance independent of the will of the contractor, even if
this was already foreseeable at the time when the agreement
was completed, which impedes performance of the agreement
permanently or temporarily and, insofar as this is not already
included, war, threat of was, civil was, riots, strikes, lock outs,
transport difficulties, fire and other grave disruptions of the
business of the contractor or his suppliers.
Art. XIII Suspension and dissolution
1. In the event of an impediment to the implementation of the
agreement arising as a result of force majeure the contractor
shall be entitled, without the intervention of the court, to
suspend the implementation of the agreement for a maximum
of 6 months or to dissolve the agreement in full or in part,
without being obligated to pay any compensation. During the
suspension the contractor is empowered, and at the end or this
he is obliged, to opt for implementation or full or partial
dissolution of the agreement. Both in the case of suspension
and of dissolution, the contractor is entitled to require
immediate payment for all that which he has already performed
to implement the agreement.
2. If the principal falls to comply with any obligation deriving for
him from the agreement concluded with the contractor, or from
a connected agreement, or fails to do so properly or in good
time, or if there is a good ground for fearing that the principal is
unable or will be unable to comply with his contractual
commitments vis-à-vis the contractor, as well as in the case of
bankruptcy, suspension of payment, closure, liquidation or
partial, transfer for collateral or otherwise, of the principal’s
business including the transfer of a major portion of his
receivables, the contractor is entitled, without notice of default
and without the intervention of the court, to suspend the
implementation of each of these agreements for a maximum of
6 months or to dissolve them in full or in part without him
being held to any compensation or guarantee and
09-2002 4
notwithstanding the further rights accruing to him. During the
suspension the contractor is empowered, and at the end of this
he is obliged, to opt for implementation or full or partial
dissolution of the suspended agreement(s).
3. In the event of suspension and/or dissolution by virtue of
paragraph 2 the agreed price becomes immediately due with
deduction of the instalments already paid, and the costs saved
by the contractor as a result of the suspension or dissolution.
4. The principal is not entitled to claim dissolution of the
agreement with retroactive force.
Art. XIV Disputes and applicable law
1. Unless a dispute is within the competence of the subdistrict
court, all disputes arising as a result of a quote, agreement or
further agreement which derive from such an agreement to
which these general conditions are applicable, will be submitted
to the district court in the place of establishment of the
contractor.
2. Dutch law will be applicable to all agreements to which these
conditions are applicable in full or in part, unless this is
departed from in writing and signed by both parties.
General conditions of the association of importers
of combustion engines “V.I.V.”
Filed with the
Chamber of Commerce
of The Hague
Published by the VIV
P.O. Box 190
2700 AD Zoetermeer
The Netherlands
5
B. Conditions for services like repairs and revision
Art. I General
1. The following definitions apply in these conditions:
- the contractor is any party referring in his quote to these
conditions,
- the principal is any the party to whom the aforementioned
quote is directed,
- services: repair, revision, maintenance and other services
2. If these conditions are part of quotes for and agreements to
perform services by the contractor, all the provisions of these
conditions are in force unless they have been explicitly
departed from by both parties in writing. A reference by the
principal to his own purchase, tendering or other conditions is
not accepted by the contractor.
Art. II Quote and agreement
1. An order is deemed to have been accepted by the contractor
when this has been confirmed by him in writing with a general
description of the order that has been given to him.
2. If the principal himself determines the level of the services to be
performed and which parts have to be renewed, and such in the
opinion of the contractor offers insufficient guarantee with
regard to the result of the work to be performed, the contractor
may nevertheless refuse the order without being obliged to pay
any compensation.
3. By additional work is meant everything the contractor in
consultation with the principal, whether in writing or not,
during the performance under the agreement performs more
than the activities explicitly laid down in the contract or order
confirmation.
Art. III Price and conditions of payment
1. The prices given by the contractor are based on cash payment
and delivery ex store of the contractor.
2. The services costs comprise:
- costs for expertise,
- labour, supervision and mechanics at the contractor’s rates,
- travel and accommodation expenses for contractor’s
employee(s),
- charges of subcontractors or suppliers,
- costs of used parts,
- costs of auxiliary materials including cleaning agent and
lubricants, fuel, etc.
- any additional costs for testing.
3. Payment should be made in cash unless agreed otherwise in
writing beforehand.
Art. IV Conditions in connection with the performance of services
1. If the services are carried out in the workshop of the contractor
all transport and other costs incurred outside the contractor’s
site and all risk relating to the matters to be repaired or revised
are to be paid for by the principal.
2. If the services are carried out in situ where the object is to be
found, the principal must:
- ensure that the work can be carried out in a space that is
sufficiently protected from the influence of the weather,
which is clean and where there is sufficient light and if
necessary water present; this space must be capable of being
locked; at the same time the principal has to see to it that all
regulations with regard to safety, fire prevention, etc. have
been complied with;
- ensure that mechanics, other workers of the contractors or
his subcontractors, can commence work immediately upon
arrival at the site of the activities and can continue to work
undisturbed;
- take responsibility for all costs which arise if workers of the
contractor or his subcontractor cannot commence work
immediately upon arrival or are forced, for no fault of their
own, to interrupt the work or have to continue the work
outside normal working hours;
- grant all help that can be reasonable required and to make
available electrical energy, fuel, water, etc. as well as
shelving, lifting, hoisting and transport equipment;
- make available assistance at the first request of the
contractor free of charge;
- pay for all the costs of activities such as the dismantling of
pipelines, discharge pipes, steps, landings, etc., which are
necessary for implementing the work properly and the
assembly and installation of these again, subsequent to the
repair;
- take all necessary safety and precautionary measures and
maintain these and take measures and maintain these so as
to comply with the applicable government regulations with
regard to the agreed work;
- take out insurance to the contractor’s satisfaction, and to
have this insurance continue at least for the duration of the
work to be carried out, against every form of damage arising
as a result of accident and fire caused during the preparation
and implementation of the work the contractor has been
assigned to do.
3. If the contractor, as a result of the time for the performance of
the services being set too narrowly by the principal, or for other
reasons for which the contractor cannot be blamed, is enforced
to accept employees of the principal, he can reject
responsibility for the result of the services performed.
4. Cost arising as a result the non-performance of the principal of
the conditions listed in this article, will be paid for by the
principal.
09-2002 6
Art. V Guarantee and liability
1. The contractor only accepts responsibility for the sound
operation of the repaired or revised goods or part thereof if:
- the repair has been carried out with all the activities,
innovations, adjustments and deliveries deemed necessary
by the contractor;
- the contractor determines the method of carrying out the
activities, the supervision of these and the number of
mechanics and assistants to be deployed;
- the principal refrains from any form of intervention in the
nature and/or implementation of the activities.
2. The contractor grants six months guarantee on the repair and
revision work carried out, bearing in mind the provision of
paragraph 1 of this article, which period commences after the
testing by the contractor immediately after the repair or
revision, irrespective of wether the repaired or revised object
then comes into operation. Defects emerging within this period
as a result of parts or materials mounted or introduced
improperly, or as a result of inadequate craftsmanship on the
part of workers deployed by or on behalf of the contractor - all
of this to be judged by the contractor - will be remedied on the
same conditions as given in article X paragraph 4 of the
“conditions of sale and delivery of products and services
related to these” as soon as possible, provided that this is
reported in writing to the contractor eight days subsequent to
the first occurrence of these.
3. The claims to the guarantee lapse if:
- the repaired or revised object has been used unwisely;
- the instructions for use and/or instructions or notes of the
contractor have not been followed;
- repair of the defects has been carried out by third parties.
4. The guarantee period as set in paragraph 1 will not be extended
after the defects have been remedied.
5. No guarantee is given on parts that have been supplied but
have not been assembled by the contractor should they prove
to have been wrongly assembled.
6. The liability of the contractor is confined to performance of the
guarantee obligations described in this article. With the
exception of gross negligence on the part of the contractor and
with the exception of the provision of paragraph 2, all liability of
the contractor, such as liability for interruption of business,
other consequential loss, and loss as a result of liability vis-à-vis
third parties, is excluded.
7. The principal is obliged to hold harmless and indemnify the
contractor with reference to all claims of third parties to
compensation for damage, the liability of the contractor in the
relationship with the principal being excluded in these
conditions.
Art. VI Disputes and applicable law
1. Unless a dispute is within the competence of the subdistrict
court, all disputes arising as a result of a quote, agreement or
further agreement which derive from such an agreement to
which these general conditions are applicable, will be submitted
to the district court in the place of establishment of the
contractor.
2. Dutch law will be applicable to all agreements to which these
conditions are applicable in full or in part, unless this is
departed from in writing and signed by both parties.
(Download de Algemene voorwaarden als PDF bestand.)
|
|
|
