GENERAL CONDITIONS OF SALE AND DELIVERY OF L.M. MEIJERS BV
Filed with the South Limburg Chamber of Commerce under number 13032613
- Article 1 - Applicability. 1.1 In these general terms and conditions of sale and delivery, "Meijers" shall mean: L.M. Meijers BV (Kokkelertstraat 6, 6116 AR Roosteren) and/or a company affiliated with L.M. Meijers BV. In these general terms and conditions of sale and delivery, "product" or " products" will be understood to mean: goods offered or delivered by Meijers. 1.2 These terms and conditions apply to all offers and/or agreements made and/or entered into by Meijers to or with third parties (hereinafter "the Client") as well as to the execution thereof. 1.3 These terms and conditions apply to the exclusion of any general terms and conditions used by the Client. 1.4 The Client may only rely on clauses deviating from these terms and conditions if and to the extent that Meijers has accepted them in writing.
- Article 2 - Offers, orders and agreements 2.1 All offers made by Meijers are without obligation. Orders and acceptances of offers by the Client shall be deemed irrevocable. 2.2 Meijers shall only be bound if it has confirmed the acceptance of the offer in writing or it has commenced performance. Meijers shall furthermore only be bound as it has accepted. 2.3 Any or alleged inaccuracies in the order confirmation must be n o t i f i e d in writing to Meijers by the Client within 2 business days from the date of the confirmation, failing which the order confirmation will be deemed to accurately and completely reflect the agreement. 2.4 Verbal promises or agreements by or with its personnel shall not bind Meijers until and it has confirmed them in writing. 2.5 These general terms and conditions shall apply in full to any amendments to the agreement.
- Article 3 - Conformity 3.1 All advice by Meijers and all statements by Meijers of dimensions, properties, and/or other indications relating to its products are made with the greatest possible care. However, Meijers cannot guarantee that deviations will not occur. Advice from Meijers and statements by Meijers regarding dimensions, properties etc. are therefore only approximate and without obligation. 3.2 Illustrations, descriptions, catalogs, advertising material and offers do not bind Meijers. 3.3 The Customer must ensure that the products to be ordered and/or ordered by him and the associated packaging, labeling and other information comply with all government regulations imposed on them in the country of destination. The use of the products and their compliance with government regulations is at the risk of the Customer.
- Article 4 - Prices 4.1 Prices quoted by Meijers or agreed with Meijers are exclusive of VAT, import and export duties, excise duties and other taxes or levies imposed or levied with r e s p e c t t o the products and the transport thereof. 4.2 Prices quoted by Meijers are calculated for delivery ex warehouse (ex works), unless otherwise s t a t e d in writing. 4.3 If Meijers has taken on further work and/or services without explicitly agreeing on a price for it in writing, it will be entitled to charge the Client the actual costs and/or Meijers' usual rates for it. 4.4 If cost price determining factors, including taxes, excise duties, import duties, exchange rates, wages, the prices of goods and/or services (whether or not obtained by Meijers from third parties) change after the offer and/or the conclusion of an agreement, Meijers will be entitled to adjust the prices accordingly
- Article 5 - Delivery 5.1 For the meaning of transport and delivery terms used by Meijers and the Customer, the Incoterms then in force will be decisive. Unless otherwise agreed, delivery will be ex works. 5.2 Stated delivery times are approximate and are never to be considered deadlines. Exceeding a delivery time will not oblige Meijers to pay any damages and will not entitle the Client to not comply with or suspend its obligations under the agreement. However, the Client will be entitled to dissolve the agreement, if and insofar as Meijers has not yet performed the order within a term set by the Client that is at least equal to the originally specified or agreed delivery term. Meijers will not be liable for compensation in that c a s e . 5.3 The delivery time is based on the working conditions applicable at the time the agreement was entered into and on timely delivery of the items required for Meijers' performance of the agreement. If as a result of a change in working conditions and/or the non-timely delivery of items required by Meijers, the delivery time will be extended to the extent necessary. 5.4 The delivery time will be extended by the duration of the delay caused on the part of Meijers as a result of the non fulfillment by the Client of any from the obligation arising from the agreement or cooperation to be required of him with respect to the performance of the a g r e e m e n t . 5.5 Delivery of the products shall take place when the products are segregated for the benefit of the Customer. The products are at the risk and expense of the Customer from the time of delivery, even if ownership has not yet been transferred. 5.6Meijers shall determine the manner in which and by whom the products are transported, unless otherwise agreed in writing. Transport shall be at the risk of the Client. The Customer is obliged to take delivery of the products immediately upon arrival at the destination. The Customer shall ensure adequate loading and unloading facilities and prompt unloading. 5.7 Loading and unloading as well as loading, unloading and packaging will be at the expense and risk of the Client, even if Meijers assists the C l i e n t in doing so. 5.8 If the Client does not take delivery of the products or does not come to collect them or have them collected, the products will be stored at the e x p e n s e and risk of the Client for as long as Meijers deems desirable and/or necessary. In that case, as well as in the event of any other (attributable) failure on the part of the Client, M e i j e r s will at all times be e n t i t l e d , at its own discretion, to either demand fulfilment of the agreement or to dissolve the agreement (extrajudicially), without prejudice to its rights to compensation for damage and loss of profit, including storage costs. 5.9 Meijers will not be obliged to honor a request from the Client to re-supply or post-supply. If Meijers nevertheless proceeds to do so, the associated costs shall be borne by the Client. 5.10 Meijers is authorized to execute an agreement in parts and to demand payment for that part of the a g r e e m e n t that has been executed. 5.11 Meijers determines how products are packaged.
- Article 6 - Force majeure 6.1 If Meijers is prevented from fulfilling the agreement due to force majeure, Meijers shall be entitled to suspend the performance o f the agreement. The Client will in that case not be entitled to compensation for damages, costs or interest. 6.2 Force majeure situations will include: War, threat of war, mobilization, insurrection, state of siege, strikes, prick or puncture actions and lockouts, fire, accident or illness of personnel, business interruption, transport stagnation, interfering legal provisions, import/export restrictions or other governmental restrictions, lack of raw materials, problems unforeseen by Meijers in production or transport, as well as any other circumstance that does not depend exclusively on Meijers' will, such as the non-delivery or untimely delivery of items or services by third parties engaged by Meijers. 6.3 If there is a situation of force majeure, Meijers will be entitled to dissolve the agreement for the part that cannot be executed by means of a written statement. If the force majeure situation lasts longer than 6 weeks, the Client will also be authorized to d i s s o l v e the agreement for the part that cannot be performed by means of a written statement. 6.4 If Meijers has already partially fulfilled its obligations when the force majeure situation arises or can only partially f u l f i l l its obligations, it will be entitled to invoice the part already delivered or the deliverable part separately and the Client will be obliged to pay this invoice as if it were a separate agreement.
- Article 7 - Warranty and advertising 7.1 Meijers warrants the soundness of the products it supplies in accordance with what the Client may reasonably expect pursuant to the agreement. Should defects nonetheless occur in the products delivered by Meijers, Meijers will repair such defects (or have such defects repaired), replace the products in question in whole or in part, or apply a reasonable price reduction, at Meijers' discretion and at its sole discretion. This warranty will only apply for 6 months following delivery, unless explicitly agreed otherwise in writing or a manufacturer's warranty applies. In the latter case, only the manufacturer's warranty will apply and Meijers will not be liable for any further warranty. 7.2 In any case, outside the warranty are defects that occur in or (partly) result from : (i) normal wear and tear; (ii) transporting, handling, using, processing or storing products by (personnel of) the Client in a faulty manner or in violation of instructions given by or on behalf of Meijers, or by other than the normal intended use; (iii) improper maintenance or use by the Client; (iv) work by third parties or by the Client, without Meijers' prior written consent. 7.3 The Client must accurately inspect or have inspected the products delivered immediately upon receipt by or on behalf of the Client, under penalty of forfeiture of any right to complain and/or warranty. Any complaint regarding the Quantity of products delivered must be received upon receipt to be noted on the waybill or delivery note, failing which the quantities stated on the waybill or delivery note shall constitute conclusive evidence against the Client. 7.4 Claims under the warranty must be reported to Meijers by registered letter within 8 days after a defect occurs. In the absence of a timely claim, all claims against Meijers will lapse. 7.5 If the Client complains, it will be obliged to give Meijers the opportunity to inspect the products (or have them inspected) in order to determine the shortcoming. The Client will be obliged to keep the products about which a complaint has been made available to Meijers, on penalty of the expiry of any right to complain and/or warranty. 7.6 Return to Meijers of products sold, for whatever reason, can only take place after prior written authorization and shipping and/or other instructions from Meijers. Transport and all related costs will be at the expense of the Client. The products will remain at all times at the expense and risk of the Client. Meijers will reimburse the transport costs if it is established that there is an attributable shortcoming on the part of Meijers. 7.7 Any defects concerning part of the delivered products shall not entitle the Client to reject or refuse the entire batch of delivered products. 7.8 Any right to warranty or claim shall lapse if the Client fails to comply, properly or timely, with any obligation to Meijers arising from the underlying agreement. 7.9 Complaints do not suspend the C l i e n t 's payment obligations. 7.10 Upon discovery of a deficiency in a product or service, the Client is obliged to do everything that prevents or limits damage, expressly i n c l u d i n g any immediate cessation of use, processing and/or marketing. 7.11 The Client must notify Meijers in writing of any or alleged inaccuracies in Meijers' invoices within 5 working days of the invoice date, failing which the Client shall be deemed to have a p p r o v e d the invoice.
- Article 8 - Retention of title. 8.1 Meijers reserves ownership of the products delivered and to be delivered until its claims in respect of the products delivered and to be delivered have been paid in full by the Customer, including the claims for breach of one or more contracts. 8.2 If the Client is in default of fulfilling its obligations, Meijers will be entitled to retrieve (or have retrieved) the products belonging to it from the place where they are located at the expense of the Client. 8.3 The Client shall not be entitled to pledge or transfer ownership of products not yet paid for other than in the ordinary course of business. 8.4 If the Customer agrees with a third party (e.g., a purchasing group) that such third party will pay the purchase price and be subrogated to Meijers' claim for it, this shall not affect Meijers' retention of title. 8.5 The Customer is obliged to k e e p the products delivered under retention of title with due care and as recognizable property of Meijers. 8.5 The Customer shall not be entitled to a right of retention vis-à-vis Meijers on the products delivered by Meijers.
- Article 9 - Payment 9.1 Unless otherwise agreed in writing, payment of Meijers' invoices must be made within 14 days of the invoice date. Meijers shall at all times be entitled to demand full or partial payment in advance and/or otherwise obtain security for payment. 9.2 Meijers is entitled to invoice partial deliveries separately. 9.3 If payment is not received on time, the Client shall owe interest on the invoice amount at the rate of 1.5% per month, calculated from the due date to the day of payment, part of a month being considered a whole m o n t h , without further notice of default. 9.4 All costs related to collection, including extrajudicial collection costs and pre-procedural costs, shall be borne by the Client. The extrajudicial collection costs shall be at least 15% of the amount to be collected with a minimum of EUR 150. 9.5 The Client waives any right to set off any amounts owed on both sides. Meijers will at all times be entitled to set off all amounts owed to the Client against all amounts owed to Meijers by the Client and/or companies affiliated with the Client, whether or not due and payable, subject to conditions or time provisions. 9.6 The entire invoice amount shall be immediately due and payable in full in the event of failure to pay an agreed instalment on the due date, as well as if the Client becomes bankrupt, applies for (provisional) suspension of payments, is declared subject to the statutory debt repayment arrangement (WSNP), or if his receivership is applied for, if any attachment is levied on the Client's goods and/or receivables, if the Client dies, goes into liquidation or is dissolved. If any of the above situations occurs, The Client is obliged to immediately notify Meijers of this. notify. 9.7 Payments made by the Client shall always first be applied to settle the costs due, then to settle the interest due and finally to settle the due and payable invoices that have been outstanding the longest, even if the Client states that the payment relates to a later invoice.
- Article 10 - Cancellation and c o m p e n s a t i o n . 10.1 The Client may not cancel a given order. If the Client nevertheless cancels a given order in whole or in part, the Client shall be obliged t o reimburse Meijers for all costs reasonably incurred with a view to the execution of such order, the work performed by Meijers and the loss of profit incurred by Meijers, plus VAT.
- Article 11 - Liability 11.1 Apart from the provisions of Article 7, the Customer will have no claims whatsoever against Meijers on account of defects in or in relation to the products supplied by Meijers. Meijers will therefore not be liable for direct and/or indirect damage, including personal and property damage, immaterial damage, consequential damage (loss of profits and/or stagnation damage) and any other damage, resulting from any cause whatsoever, except in the event of gross negligence or intent on its part. 11.2 Meijers will also not be liable in the aforementioned sense for acts of its employees or other persons that fall within its sphere of risk, hereby including (gross) fault or intent of such persons. 11.3 Damage to products caused by damage or destruction of packaging is at the expense and risk of the Client. 11.4 In the event Meijers proceeds to exercise a right of suspension or dissolution on the basis of facts and/or circumstances known at that time, and it is subsequently irrevocably established that the exercise of such right was unjustified, Meijers will not be liable and will not be obliged to pay any compensation for damages, except in the event o f intent or gross negligence on its part. 11.5 In all cases in which Meijers is obliged to pay damages, these will never be higher than the net invoice value of the items delivered and/or services through which or in connection with which damage was caused. Furthermore, if the damage is covered by Meijers' business liability insurance, the compensation for damages will never exceed the amount actually paid out by the insurer in the case in question. 11.6 Any claim against Meijers, except those acknowledged by Meijers, shall expire by the mere expiration of 12 months after the claim arises. 11.7 The Client shall indemnify Meijers, its employees and its auxiliary persons engaged for the execution of the agreement against any third-party claims, including claims based on product liability, i n c o n n e c t i o n w i t h Meijers' execution of the agreement, regardless of the cause, as well as against the costs incurred by Meijers as a result thereof.
- Article 12 - Intellectual property 12.1 All intellectual and industrial property rights r e l a t i n g t o the products and the design thereof shall belong to Meijers, to the extent that they do not already belong to third parties and unless otherwise agreed in writing. 12.2 The Client is not allowed to remove or change any indication concerning copyrights, brands, trade names or other rights of intellectual or industrial property from the products
- Article 13 - Representation 13.1 If the Client acts on behalf of one or more others, it shall, without prejudice to the liability of such others, be liable to Meijers as if it were the Client itself.
- Article 14 - Final provisions 14.1 The nullity or voidability of any provision of these terms and conditions or of agreements to which these terms and conditions apply will not affect the validity of the other provisions. Meijers and the Client shall be obliged to replace any provisions that are null and void or nullified with valid provisions that are, as far as possible, of the same scope as the null and void or nullified provision. 14.2 All disputes between Meijers and the Client will in the first instance be exclusively adjudicated by the Roermond District Court, subject to the mandatory jurisdiction of another Dutch court and unless Meijers prefers a court that has jurisdiction in disregard of this Article. 14.3 All agreements entered into by Meijers shall be governed exclusively by Dutch law. 14.4 The effect of any international convention relating to the sale of movable tangible property, the effect of which may be excluded between the parties, shall not apply and is hereby expressly excluded. In particular, the applicability of the Vienna Convention on the International Sale of Goods 1980 is expressly excluded.
To install this Web App in your iPhone/iPad press
and then Add to Home Screen.