General Terms and Conditions of Delivery of the Vereniging Fabrieken van Hang- en Sluitwerk (an association for manufacturers of hinges and locks, ‘VHS’)
General Terms and Conditions of Delivery of the Vereniging Fabrikanten IJzerwaren en Gereedschappen (an association for manufacturers of ironmongery and tools, ‘IJG’)
Filed with the Court Registry of The Hague District Court on 22 March 2001 under number 38/2001.
Article I General
Where these General Terms and Conditions of Delivery form part of offers for and agreements regarding the making of deliveries by the contractor, all provisions of these Terms and Conditions will be effective between the parties in so far as the contractor has not agreed, in writing, to any amendment(s) and/or addition(s). Any reference by the principal to its own terms and conditions, whether these relate to purchase, invitation to tender or other matters, is not accepted by the contractor.
Article II Offer
All offers made by the contractor are without obligation.
- Data specified in catalogues, pictures, drawings, standardisation sheets, statements of dimensions and weights and the like are not binding, except in so far as such are expressly stated in writing by the contractor.
Article III Agreement
If the agreement is entered into in writing, it will be formed on the day that the contract is signed by the contractor or on the day that the contractor dispatches the written order confirmation.
Article IV Price
- The prices specified in the offer or order confirmation are exclusive of VAT and are based on the costs prices applicable on the date of issue of the offer or order confirmation.
- If one or more of the cost factors increase after the date of formation of the agreement - even if as a result of foreseeable circumstances - the contractor will be entitled to increase the agreed price accordingly.
- Prices are based on delivery ex works in the Netherlands, it being understood that the contractor will impose a surcharge of at least 10 euros for processing costs for orders of less than 500 euros net (exclusive of VAT) and any packaging to be charged separately, while the freight costs will be passed on separately.
- Prices are stated exclusive of VAT and any packaging and administration costs to be charged separately. Any packaging charged separately will only be taken back, with the principal being credited for the amount charged for the packaging, when such has been agreed, provided this packaging is received by the contractor with delivery duty paid and in good condition within 30 days of the invoice date. No other packaging will be taken back at any time.
Article V Delivery
- Delivery is effected ex works according to the Incoterms applicable on the offer date.
- The parties may agree to make partial deliveries of orders. At such time, the contractor reserves the right to invoice such partial deliveries. The contractor also reserves the right to deliver and invoice 5% more or less than the order entails.
- In the event of force majeure, the contractor is entitled to suspend performance of the agreement or to terminate the agreement in whole or in part, without the principal being able to derive any right to damages from this.
- If the principal does not satisfy any of its obligations arising from the agreement concluded with the contractor or from a related agreement, or does not do so adequately or in good time, or if there are serious doubts as to whether the principal is capable of satisfying its contractual obligations to the contractor, the contractor is entitled, without notice of default or judicial intervention, to suspend the agreement concluded with the principal or to terminate that agreement in whole or in part, such without being required to pay any damages and without prejudice to the additional rights accruing to the contractor.
- In these General Terms and Conditions, force majeure will be understood to mean any circumstance beyond the contractor’s control - even if such was foreseeable when the agreement was formed - that prevents the agreement from being performed either permanently or temporarily, as well as, in so far as not already included in the same, in the event of war, risk of war, civil war, riot, industrial action, lockout of workers, transportation difficulties, fire, and any other disruptions to the business of the contractor or its suppliers.
Article VI Delivery period
- The delivery period will commence on the date of written acceptance of the order; if, at such time, some of the data needed for the execution of the order have not been provided by the principal, the delivery period will not commence until all such data have been provided.
- Except in the case of gross negligence on the part of the contractor, a failure to meet the deadline for delivery will not give the principal any right to wholly or partly terminate the agreement or any right to damages or to non-performance of any obligation that might arise for the principal from any agreement concluded with the contractor. Failure to meet the deadline for delivery - howsoever caused - will not give the principal any right to carry out work, or have work carried out, for the performance of the agreement without court authorisation.
- With respect to the delivery period, goods are deemed to have been delivered when they are ready for dispatch, all this after the principal has been informed of such in writing.
Article VII Payment
- Payment must be effected within 1 month of the invoice date without any deduction or set-off.
- If the principal does not pay within the term agreed, it shall be deemed to be in default by operation of law and the contractor will be entitled, without any notice of default, to charge interest to the principal as from the due date, at a rate of four (4) points above the statutory interest rate applicable in the Netherlands, as well as all legal and extrajudicial costs incurred in the collection of the contractor’s claim.
- Without prejudice to the provisions in Article V(1) and Article VI(3), the title to the goods delivered by the contractor to the principal will not be transferred to the principal until everything owed by the principal to the contractor by reason of deliveries or work, including any interest and costs, has been paid to the contractor in full. Nevertheless, the principal is entitled to sell or supply the goods to third parties in the course of its ordinary business operations. If this is disregarded, the purchase price, including interest and costs, will become immediately and fully due and payable, regardless of the payment conditions.
- Where applicable, the contractor will be entitled to unimpeded access to the item/goods. The principal will render every assistance to the contractor in order to give the contractor the opportunity to exercise the retention of title included in paragraph 3 by repossessing the item/goods.
Article VIII Complaints
Complaints regarding short deliveries, erroneous deliveries and externally visible defects must be submitted within 14 days of receipt of the goods by the principal; if this period is exceeded, any claim against the contractor in this respect will lapse.
Article IX Guarantee
- With due observance of the restrictions set out in the following paragraphs, where the principal proves that defects that are not externally visible are the direct result of the use of inferior materials or inadequate finishing, the contractor will, at its own discretion, replace or repair the relevant goods free of charge.
- The guarantee described in paragraph 1 of this Article is restricted to the defects there specified that arise within one year of delivery within the meaning of Article VI(3).
- If a defect arises as referred to in paragraph 1 of this Article, complaints under a guarantee must be submitted to the contractor in writing immediately, and in any event within 14 days of the defect arising; if this period is exceeded, all of the contractor’s guarantee obligations will lapse.
- Any goods regarding which a guarantee is invoked must be dispatched to the contractor with delivery duty paid, after consultation with the same. If the contractor delivers new goods in satisfaction of its guarantee obligations, the goods originally delivered will remain or will become the property or the contractor.
- Any defects resulting from incorrect transportation, storage, installation, use, inadequate maintenance or modifications introduced without the contractor’s written consent - all this due to the principal or third parties - fall outside the guarantee.
- If parts other than those delivered by the contractor are used, any claim under a guarantee will lapse.
Article X Liability
- The contractor’s liability under the agreement is limited to performance of the guarantee obligations described in Article IX of these Terms and Conditions.
- Except for gross negligence on the part of the contractor and except for the provisions in paragraph 1, all liability of the contractor, such as for loss of profits, other indirect damage such as assembly costs, damage to persons or goods, loss of funds or other movable property included therein, and damage as a result of liability to third parties, is excluded.
- Therefore, the contractor is also not liable for the following: infringement of patents, licences and other rights of third parties as a result of the use of data provided by or on behalf of the principal.
- The principal is obliged to indemnify the contractor or to hold it harmless in respect of all claims by third parties for compensation for damage for which the liability of the contractor in relation to the principal is excluded in these Terms and Conditions.
Article XI Models, tools, punches and dies
Models, tools, punches and dies specifically manufactured for an order remain the property of the contractor, even if costs have been charged for such. If the contractor does not receive and accept any orders for a particular item for a period of two years, it will be entitled to destroy the models, tools, punches and dies concerned, without notifying the relevant principal.
Article XII Applicable law and disputes
- All agreements to which these Terms and Conditions apply, in full or in part, are governed in each case by the laws of the Netherlands.
- In so far as any disputes that may arise as a result of an agreement to which these Terms and Conditions apply in full or in part must be settled by the District Court due to their nature or the amount claimed, the only court competent to render a decision in the matter will be that of the district in which the contractor has its registered office.