General Terms and Conditions
HOOGENDAM INTERNATIONAL
General terms and conditions of delivery of HOOGENDAM INTERNATIONAL, established and having its office at Venrayseweg 214, 5928 RJ in Venlo
General:
1.1 These conditions apply to all our offers, order confirmations, sales, deliveries, performance of works and all other agreements concluded with us.
1.2 All orders and commissions, however named, from our clients/customers are deemed to imply recognition and acceptance of these conditions.
1.3 Conditions of our clients/customers shall only apply to agreements concluded with us insofar as we have acknowledged and confirmed this in writing.
2. All our offers/quotations are without obligation.
Liability:
3. Although we provide our advice, goods and works to be performed to the best of our knowledge, we accept no liability for any damage arising from or during or as a result of the use, whatever it may be, of the product by the client/customer (except in cases of gross negligence or intent on our part).
4. We do not accept liability for inaccuracies in data, etc. provided to us by or on behalf of the clients/customers, for use in the performance of the agreement concluded with us. We are not obliged to verify the data or documents received from the client/customer or from third parties via them.
We may rely on their accuracy. Our client/customer shall indemnify us in all respects for any claims from third parties arising from such inaccuracies.
Delivery:
5. The delivery of our products takes place ex Venlo, unless otherwise agreed.
6. All delivery times are stated by us to the best of our knowledge and ability, but entirely without obligation. The delivery time, stated in any order confirmation or given verbally or by telephone, is determined by us as accurately as possible. We are never liable for any compensation for exceeding the delivery time.
7. If delivery is to take place in parts, each delivery will be considered a separate transaction with all legal consequences thereof.
8.1 If deliveries cannot take place normally and without interruption due to causes beyond our control, we are entitled to charge the resulting additional costs to the client/customer.
8.2 If during the execution of works undertaken by us it appears that these are impracticable, either as a result of circumstances unknown to us, or due to any force majeure, then we have the right to demand that the assignment given to us be amended in such a way that the execution of the work becomes possible, unless the same, as a result
of the unknown circumstances or force majeure, will never be possible. We then have the right to full compensation for the work already performed by us, regardless of whether it will be useful or not.
8.3 All costs incurred by us at the request of the client/customer are entirely for their account, unless otherwise agreed in writing.
Price:
9. If, after acceptance of an order, circumstances arise that affect the price of the goods to be delivered, the client/customer is entitled to cancel the order in whole or in part within 14 days after being informed of the new price, or at least being able to reasonably take note of it.
Force majeure
10. Cases of force majeure such as disruptions in the company and/or in delivery, or at our suppliers, and furthermore any transport hindrance or delay, further the non-delivery of goods by our suppliers, strikes and lockouts, import and export prohibitions or restrictions, fire, accidents, mobilization, war, threat of war, riots or regulations of any government, seizures of any kind whatsoever as well as all other circumstances, irrespective of whether these were foreseeable at the time of entering into the agreement, which temporarily or permanently prevent the fulfillment of the agreement or make the execution of that agreement considerably more difficult than foreseen, give us the right to suspend or cancel the delivery in whole or in part.
Complaints
11. Complaints about any incorrect deliveries, about the quality of the delivered goods, about the quantities of the delivered goods, about the execution of the performed works must be reported to us by registered letter within eight days of receipt of the goods/completion of the works. Later complaints do not need to be processed by us. If and insofar as a complaint is accepted by us, we will have the choice to still deliver or replace, or to completely refrain from delivery. The buyer can never assert any right to compensation for damage suffered or that could have been suffered by him or by third parties.
Warranty
12. Regarding the provision of any warranties on articles to be delivered by us, it is explicitly reserved that no further warranties are provided for articles not manufactured by us than those issued by the actual manufacturer of these articles.
Payment
13. Every payment must be made without any discount or compensation within fourteen days, unless otherwise agreed. We reserve the right to deliver cash on delivery or only after advance payment of the purchase price/price for the work to be performed. If the client/customer fails to pay the purchase price/price for the work to be delivered by the due date, we are entitled, without any notice of default being required, to demand interest of 1 percent per month on the outstanding amount from the invoice date. If a different payment term has been agreed with us, the aforementioned interest compensation will commence from the day after the expiry of the payment term.
In addition, all judicial and extrajudicial costs related to the collection of our claim shall be borne by the client/customer. These costs include: reminder, protest and bill of exchange costs, as well as the costs of legal assistance related to the collection, even if the knowledge of the claim falls within the jurisdiction of the subdistrict court.
The extrajudicial collection costs amount to at least 15% of the amount to be collected with a minimum of EURO 50,- excluding VAT. We do not need to prove that the collection costs have actually been incurred. If we are forced to file for bankruptcy of our client/customer, in addition to what is owed to us, the extrajudicial and judicial costs burdened thereon, as well as the interest, the costs of the bankruptcy application are also due, calculated at the usual rate.
Security
14.1 A condition for entering into an agreement with a client/customer is for us the creditworthiness of this client/customer. If circumstances become known to us in any way that raise doubts about the creditworthiness of a client/customer, we have the right to immediately discontinue our deliveries/activities or to demand security for payment.
14.2 In the event that the client/customer should in any way fail to promptly fulfill their obligations towards us, in case of suspension of payment, application for moratorium, bankruptcy, attachment, abandonment of property or liquidation of the client's/customer's affairs, all that is owed by them to us under any contract becomes immediately due and payable in full. We then have the right to reclaim and retrieve unpaid goods, without prejudice to our right arising from the client's/customer's breach of contract.
14.3 The client/customer shall be in default by the mere fact of untimely payment, without the need for a formal notice of default by means of a summons, writ or similar instrument.
Retention of title
15.1 All goods delivered by us, regardless of replacement, stock movements and payments and partial payments made, remain our property until the entire purchase price has been paid.
15.2 The client/customer is entitled to resell or process the goods delivered by us in the normal course of business, but as long as payment for any goods delivery has not yet taken place, the client/customer is not entitled to pledge the goods to third parties or to serve as security for third parties or to transfer them to third parties as security under any title whatsoever.
15.3 The client/customer who is in default of payment is obliged to return the unsold goods to us upon first demand.
Applicable law
16. Dutch law applies to all our agreements.
Disputes
17. All disputes that arise or may arise between us and our clients/customers concerning these conditions and/or the concluded agreement shall, to the exclusion of any other court, be submitted to the competent court in Arnhem.
However, we explicitly reserve the right in such a case to initiate proceedings before the competent court of the domicile of the client/customer.