Terms & Conditions

General terms and conditions of sale and delivery. Duijs Trading B.V. (hereafter referred to as “DT”)

Article 1 Applicability

1.1 These general terms and conditions apply to all, therefore also pre-contractual and future, legal relationships between DT and its client/Buyer (hereafter referred to as: Buyer).
1.2 None of the Buyer’s conditions apply to any of the legal relationships wherein DT forms a part.
1.3 Departure from these terms and conditions can only be binding for DT if the company has confirmed and agreed with said departure in writing.

Article 2 Realisation

2.1 All DT offers are free of engagement and should only be considered as an invitation for effecting an agreement. 2.2 An agreement is only realised once DT has confirmed this in writing to Buyer, or has thus initiated the execution of the agreement.
2.3 Supplements and modifications to a DT offer are first valid, after DT has accepted them in writing.
2.4 Should modifications, such as the previously mentioned, lead to cost mark-up/cut-down, both parties have to accord the resultant modification to the agreed price in writing.

Article 3 Prices

3.1 All sums, order confirmations or other mentioned sums quoted in DT offers are in exclusion of VAT, potential levies and/or rights.
3.2 DT is entitled to mark up the agreed price, or, otherwise depart from the submitted offer, if the cost price’s determinant factors have been changed after the realisation of the agreement. Should the aforementioned increase in price exceed 10%, Buyer is entitled to dissolve the agreement within eight days of receiving a price mark-up notification.

Article 4 Payment 

4.1 Unless otherwise mentioned in the offer or on the invoice, the term of payment is 14 days of the invoice date.
4.2 Should Buyer fail to pay on time, the total outstanding invoice sums, as well as all other outstanding invoices, are forthwith due and payable without further notification. In that case Buyer is also forthwith and by law in default and owes as from the invoice date a 1% interest/month on the outstanding amount as to each overdue payment.
4.3 By non-payment Buyer is accountable for all the incurred expenses necessary for enforcing the fulfilment of the agreement, both the out-of-court expenses as well as the actual incurred court fees; this will leave intact the obligation to pay for any further damages.
4.4 The out-of-court collection charges will be determined on the basis of the collection rates observed by the Netherlands Bar, which consists of a minimum sum of € 250.- and will thus be calculated according to the outstanding capital sum.

Article 5 Delivery and period of delivery 

5.1 All periods of delivery stated by DT are approximate and should not be viewed as firm dates, unless expressly agreed otherwise.
5.2 Delivery takes place ex warehouse Oss. Unless otherwise agreed, Buyer is accountable for the risk of the good as soon as the good has been delivered.
5.3 Transport and shipment costs, unless otherwise agreed, are for the account of Buyer.
5.4 If Buyer so requires, DT can arrange to transport the goods to a location within or without the Netherlands. Buyer, himself, is responsible for effecting a relevant goods-in-transit insurance.
5.5 Negligence on the part of DT on grounds of transgressing the stipulated period of delivery will not take force until DT has been notified as such through registered mail, whereby DT will be provided with a reasonable period for fulfilling the period of delivery and fulfilment still fails to ensue within this period.

Article 6 Retention of title

6.1 DT retains the right to the goods, which have been contractually delivered or shall be delivered to Buyer, until Buyer has fully paid the goods’ agreed price, as well as the claims with respect to failure to fulfil the agreement.
6.2 Buyer is accountable for all costs of return shipments, warehousing and sale of the returned goods.

Article 7 Liability

7.1 DT is, save for any intentional act or omission or gross negligence on its part, not liable for any consequential damage, loss of profit, loss of time and/or bodily injury on the part of Buyer, his staff or third parties resulting from any deficiency in the delivered goods.
7.2 Buyer is obligated to indemnify DT from any third party claims to damage concerning persons and/or goods as a result of any deficiency in the goods delivered by DT.
7.3 DT’s obligation to pay damages, if and insofar as the company is liable, will be covered by the company’s insurance, and is thus restricted to the sum payable by the insurer.

Article 8 Complaint 

8.1 Buyer is under obligation to inspect the goods for any visible defects immediately upon reception. Where visible defects are concerned Buyer has to lodge a complaint immediately whilst loading the goods, in the absence of such a complaint the delivered goods are deemed accepted.
8.2 Other detected defects should be immediately, or otherwise ultimately within 8 days, notified to DT in writing, in the absence of such a complaint the delivered goods are deemed accepted.
8.3 Where complaints are concerned DT can choose, exclusively at its own discretion, to either partially or fully replace the goods or refund the invoice value of the defective goods.
8.4 Complaint does not entitle the Buyer to refuse rendering payment or otherwise suspend payment.

Article 9 Force Majeure 

9.1 Force majeure is understood to be a failure that is beyond DT’s control. These include:
– failure to deliver or overdue deliveries carried out by third parties, principally engaged by DT for fulfilling the obligation;
– strike;
– obstructive governmental measures.
9.2 DT is, in case of force majeure, entitled to suspend or dissolve its contractual obligations, either in part or in their entirety, without having to pay compensation, on the understanding that an initial decision to suspend can also lead to partial or full dissolution.
9.3 DT is entitled to separately invoice any partial deliveries if the company has met part of its obligation when the force majeure took place, or it can only fulfil part of its obligations due to force majeure, Buyer is thus under obligation to fulfil this invoice as though it were a separate contract.

Article 10 Dissolution 

10.1 DT is entitled to either partially or fully dissolve the agreement, leaving intact its right to receiving payment for any incurred expenses, damage and interests, should Buyer fail to meet his contractual obligations, whether partially, fully or improperly, or if Buyer is declared to be faring in a state of bankruptcy, or has otherwise applied for suspension of payment, due to seizure, or due to being placed under custody or otherwise loses his power to dispose of property or parts thereof, unless the custodian or administrator acknowledges the contractual obligations as estate debt.

Article 11 Applicable law /competent court 

11.1 All effected agreements with DT are subject to Dutch law. The United Nations Convention on Contracts for the International Sale of Goods will be excluded.
11.2 In departure from the statutory practices for the competency of the civil court, each dispute between parties, in case the district court is found competent, will be settled by the district court in Utrecht. However, DT is still authorised to summon its opposite party in accordance with the law or the competent court of the applicable international convention.

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