General sales and delivery conditions EBotex B.V.
Huisweersterweg 1 – 9628 TS Siddeburen
Article 1 | General
- In these general terms and conditions of sale, the buyer is understood to be the buyer or prospective buyer and EBotex B.V. the seller or prospective seller.
- These general sales conditions always prevail over any conditions of the buyer.
- The present conditions apply to all our offers and deliveries and apply also to other than purchase agreements.
- Deviations from or additions to these terms and conditions are only effective if they have been approved by the EBotex B.V. management and are expressly confirmed.
Artikel 2 | Offers and realization of agreement
- All budgets, quotations and offers from EBotex B.V. are without obligation, unless the contrary explicitly follows from this. Data included in catalogs, images, drawings, statements and the like are not binding for EBotex B.V.
- The agreement is concluded when EBotex B.V. within five working days after it has received the order for delivery, confirmed it in writing, or has started the execution of the order.
Article 3 | Purchase price
- For EBotex B.V. the purchase price is based on the euro.If billing nevertheless takes place in a currency other than the euro and between the time of the conclusion of the agreement and the deliveries change of course occurred, EBotex B.V. is entitled to revise the original purchase price in foreign currency.
- Without prejudice to the provisions of paragraph 1, every sale takes place on the express condition that the price (s) is (are) based on the cost factors applicable at the time of the sale.If changes occur in the aforementioned cost factors between the time the agreement is concluded and the delivery, EBotex B.V. is entitled to revise the original purchase price.
- If the original purchase price pursuant to the first paragraph and/or the second paragraph is increased by more than five percent of the original purchase price, the buyer has the right to terminate the agreement. The dissolution must then be made in writing within five days after EBotex B.V. has notified the buyer of the price increase.
Article 4 | Delivery and risk
- In all cases, the goods travel from the location of EBotex B.V. at the risk of the buyer.
- The goods travel from the location of EBotex B.V. at the expense of the buyer, unless expressly agreed otherwise.
- War risk is always borne by the buyer.
- If it has been agreed that the goods will be delivered on direct supply, is the risk of not good, not timely and no arrival, as well as the risk of and during the landing, entirely at the expense of the buyer. When the shipper or the person from whom and/or the person with whose mediation the goods are involved, in whole or in part, fails to fulfill its obligations after due demand, irrespective of the reason or cause, then EBotex B.V. has the right to terminate the agreement with the buyer.
- On delivery free of charge EBotex B.V. is obliged to transport the goods to where the vehicle can reach a properly drivable (made) site. The buyer is obliged to receive the goods there and unload them immediately. If the buyer fails to do so, the resulting costs will be for his account.
- For delivery free of charge as well as carriage paid, EBotex B.V. the choice of the means of transport, unless otherwise agreed.
- Unless otherwise agreed, the usual packaging is free. Packaging material will only be taken back at the price charged if this has been expressly agreed and the packaging is in good condition.
Article 5 | Delivery times
- Stated delivery times will never be regarded as a deadline, unless expressly agreed otherwise. In case of late delivery, EBotex B.V. must be given notice of default in writing.
- If no delivery times have been set for delivery on demand, EBotex B.V. has Right to payment thirty days after ordering. When nothing or not everything has been called up within three months, EBotex B.V. has the right to order the purchaser in writing to state a term within which the total quantity will be called, to which former buyer is obliged to meet within five working days. The term to be specified by the buyer after summons may not exceed a period of three months.
- If the goods to be delivered are not collected and / or received by the buyer, they will be stored at the expense and risk of the buyer on a by EBotex B.V. determined location, after which delivery is deemed to have taken place.
Article 6 | Quality
- Unless explicitly stated otherwise in the sale, normal quality is delivered with respect to dimensions, number, etc. per trading unit, normal commercial practices are considered agreed.
Article 7 | Guarantee
- With due observance of the provisions in the following paragraphs of this article and Article 8, EBotex B.V. guarantees the soundness of the goods delivered by it for a period of six months after the invoice date.
- The warranty does not apply to the delivery of used goods.
- The guarantee lapses if the buyer makes or has made repairs or changes to the delivered goods carried out during the period referred to in paragraph one without the prior permission of EBotex B.V.
- For matters not manufactured by EBotex B.V. themselves, EBotex B.V. grants the same guarantee as its supplier on these goods, but with a maximum of the period referred to in paragraph one.
- The warranty does not apply if the reported defects are caused by:
- improper storage
- improper treatment
- improper application
- failure to perform proper maintenance
- the use of the delivered goods for purposes that fall outside the normal use of the goods
Article 8 | Acceptance and advertising
- The control of the tally of the delivered goods rests with the buyer. If no complaints are lodged immediately (within 5 working days) after receipt of the delivered products, the quantities – stated on waybills, delivery notes or similar documents – will be recognized as correct. Complaints about possible shortcomings or damage must, to be valid, be noted on the receipt by the buyer.
- Complaints with regard to externally visible defects or externally visible deviations from the delivered goods must be submitted as soon as possible, but at the latest within five working days after receipt of the delivered goods, to EBotex B.V. in writing; failing this, the buyer is deemed to have accepted the delivered goods.
- Complaints regarding non-externally visible defects or non-externally visible deviations from the delivered goods must be submitted in writing as soon as possible, but no later than five working days after the discovery of these defects or deviations and in any case within the period referred to in Article seven, paragraph one, by the buyer at EBotex B.V.; failing this, the buyer is deemed to have accepted the delivered goods.
- Complaints do not give the buyer the right to suspend or waive payment in full.
- If the complaint is well-founded, EBotex B.V. at his option, or pay fair compensation of no more than the invoice value of the part of the goods delivered that has been complained about, or replace the goods after return of the goods originally delivered free of charge, unless another manner of return has been expressly agreed. No further compensation by EBotex B.V. is required. Indirect damage is never compensated.
- The liability of EBotex B.V. for damage caused by delivered goods are limited to a maximum of the net invoice amount of the goods delivered by EBotex B.V. to the customer with a maximum of the insured amount of the by EBotex B.V. closed liability insurance.
Article 9 | Non-attributable shortcoming
- EBotex B.V. accepts no liability if he is unable to fulfill his obligations due to a non-attributable shortcoming.
- In these terms and conditions, a non-attributable shortcoming is understood to mean all circumstances as a result of which fulfillment of the agreement by the seller can no longer reasonably be demanded by the buyer, at least including war, war danger, civil war, riot, flood, strike, worker exclusion, staff shortages, transportation difficulties, fire, government regulations, import and export bans and business disruptions.
- In case of non-attributable shortcoming, EBotex B.V. is entitled at his option, or to extend the delivery time by the duration of the obstruction, either the purchase agreement, to dissolve insofar as it is affected by the obstruction. If the buyer gives EBotex B.V. notice in writing, EBotex B.V. is obliged to give his opinion on his choice within five working days.
Article 10 | Retention of title
- EBotex B.V. reserves the right of ownership of the goods delivered to the buyer, until all his claims against the buyer in respect of the consideration for by EBotex B.V. goods delivered or to be delivered to the buyer under any agreement, with regard to the consideration for by EBotex B.V. pursuant to such an agreement also activities performed or to be performed for the buyer and with regard to compensation for non-compliance with the aforementioned agreements, have been paid.
- As long as the ownership of the goods has not passed to the buyer, he may not process the goods, pledge, transfer ownership or grant any other right thereto, subject to the provisions of the following paragraph.
- The buyer is allowed to sell and deliver the goods delivered under retention of title to third parties in the course of his normal business. Other than this, the buyer is obliged to deliver the goods delivered under retention of title with due care and to preserver as recognizable property of EBotex B.V. In the event of a breach of the above provisions, the purchase price will become immediately due and payable, regardless of any stipulation to the contrary.
- EBotex B.V. is hereby irrevocably authorized by the buyer to take possession of the goods delivered under retention of title without any judicial intervention, summons or notice of default. The buyer must cooperate in this, on penalties of a fine of € ( euro) per day that he fails to do so. By repossession by EBotex B.V. the agreement will not be dissolved, unless EBotex B.V. has communicated this to the buyer.
Article 11 | Payment
- Unless otherwise agreed or otherwise mentioned on invoices of EBotex B.V., payment must be made within 30 days of the invoice date.
- From the first day after the expiration of the period referred to in paragraph one, the buyer is for each month, part of a month counted for a whole, that the payment has not been made, so without requiring a reminder or notice of default, a default interest of one percent is owed, without prejudice to the claimability.
- If EBotex B.V. due to late payment has handed over his claim for collection to third parties, the buyer will be obliged to pay the extrajudicial collection costs. These extrajudicial costs will amount to fifteen percent of the amount to be claimed, but in all cases at least € 1000 .-- (thousand euros).
- If the buyer makes the payment to EBotex B.V. stays in default, it shall have the right to suspend the further extension of any agreement between the parties until such payment is made – if otherwise agreed – further payment in cash may be required.
- Should EBotex B.V. receive clear instructions before or during the execution of a purchase agreement regarding insufficient or reduced creditworthiness of the buyer, then EBotex B.V. has the right not to deliver or not to deliver further, unless, at his request and to his satisfaction, the buyer has provided security for the correct payment of the purchase price, regardless of whether this would be done in cash, or any period after delivery has been set for this. In the latter case, EBotex B.V. can under penalty of immediate due and payability of the materials already delivered and termination of any further delivery, also require security in time between delivery and payment.
- The buyer is obliged to provide security towards EBotex B.V. as referred to in paragraph five for all that is due to B.V., of will be even though EBotex B.V. has not suspended or ceased its delivery and/or other services has taken place. The costs of legal assistance, calculation costs and the like on the side of EBotex B.V., are always for the account of the buyer.
- If the buyer is in default with the payment and EBotex B.V. recalls the delivered goods, making use of the retention of title as referred to in Article ten, the costs are for the account of the buyer.
- Payments made by the purchaser always firstly deduct all costs, then to reduce all interest due and finally to reduce the longest outstanding due and payable invoices,even if the buyer mentions that the payment relates to a later invoice and all accrued interest. All payments must be made without discount or setoff.
Article 12 | Culpable shortcoming on the part of the buyer
- If the buyer does not fulfill his obligations within three working days after beeing defaulted by EBotex B.V., EBotex B.V. is authorized to dissolve the purchase agreement immediately without judicial intervention, while retaining any right to compensation.
Article 13 | Applicable law
- Dutch law applies exclusively to the purchase agreement and its implementation and the application of the 1980 Vienna Sales Convention is expressly concluded.
Article 14 | Disputes
- Any disputes of any kind – including those which are considered as such by only one of the parties – that are a result of this agreement or of the agreement that follows from it, between buyer and EBotex B.V. should arise, will be adjudicated by the competent subdistrict or district court under the jurisdiction of any other body, including the actual location of which EBotex B.V. resides.