General commercial conditions
WEGUSTA HOLLAND B.V.
GENERAL COMMERCIAL CONDITIONS
- 1. General.
- 1.1. The `General Commercial Conditions` apply to all intended and/or agreed transactions between WEGUSTA HOLLAND B.V. and third parties.
- 1.2. WEGUSTA HOLLAND B.V. will in principle not accept third party's general conditions, purchase conditions or conditions of sales.
- 1.3. When once a transaction under these general commercial conditions has been established between WEGUSTA HOLLAND B.V. and a counterpart, these conditions unabridged will also apply for future transactions.
- 2. Agreement.
- 2.1. A quotation is only valid during the validity period which is mentioned in it. During this period WEGUSTA HOLLAND B.V. is entitled to adapt the quotation and will confirm that in writing.
- 2.2. A purchase contract with a supplier is considered to be established when WEGUSTA HOLLAND B.V. has sent a purchase order for that purpose to the supplier.
- 2.3. A sales agreement has been established after WEGUSTA HOLLAND B.V. has submitted to the customer an order confirmation.
- 2.4. After submitting of the order (2.2) or order confirmation (2.3) the order is binding with exclusive concern to the mentioned descriptions, specifications, quantities, delivery dates etc. therein.
- 2.5. Oral agreements are just binding for parties after a written confirmation.
- 3. Implementation.
- 3.1. Dates indicated in the agreement for supplying (additional) specifications, drawings etc. are fatal moments. Deviation from these dates can negatively affect the delivery period and gives to WEGUSTA HOLLAND B.V. the right to modify the agreed delivery date(s), this statement will be confirmed in writing.
- 3.2. All products to be received or supplied by WEGUSTA HOLLAND B.V. meet the drawings, standards and tolerances as mentioned in the D.I.N. standard sheets or other agreed standards.
- 3.3. WEGUSTA HOLLAND B.V. is not responsible for errors in drawings, designs, images, calculations, measurements, weights or quality specifications as far as these have been provided by the customer.
- 3.4. Moulds are in principle property of the customer, unless otherwise agreed.
- 3.5. The supplier, to which the moulds have been made available, will treat, store and maintain these moulds with extreme care. Possible damage to the models arising during storing or production at the supplier's will be repaired by the supplier and for his account.
- 3.6. Costs will be charged to the customer concerning the repair of the moulds as a result of wear and tear during the production process.
- 3.7. WEGUSTA HOLLAND B.V. is never responsible for possible damage subject to deviations in the models, whatever the cause may be.
- 3.8. It is the supplier's obligation, before every production and/or manufacturing event, to check the measurements of the models by means of the provided drawings and/or specifications.
- 3.9. At the request of customer moulds can always be returned for customer's account.
- 4. Supply.
- 4.1. The agreed delivery period is never a fatal date for WEGUSTA HOLLAND B.V.. Delay can never be reason to hold WEGUSTA HOLLAND B.V. responsible for that delay nor to be entitled to claim for compensation.
- 4.2. The supplier will on time before expiration of the delivery date notify by telephone and in writing to WEGUSTA HOLLAND B.V. regarding a possible delay in the supply, together with explanation of the reason and the new delivery date.
- 4.3. WEGUSTA HOLLAND B.V. will immediately notify in writing to the customer about an eventual delay together with explanation of the reason and the new delivery date
- 4.4. The delivery condition is according to the latest issue of Incoterms, established by ICC.
- 4.5. The packing and transport means will be executed as agreed by customer / supplier and confirmed in the order confirmation. Unless agreed the products have not been conserved.
- 4.6. Cost for packing, conservation or transport arranged by WEGUSTA HOLLAND B.V. is charged separately on the invoice, unless agreed in an other way.
- 5. Prices and payment
- 5.1. The product prices are inclusive loading in (first) means of transport, but exclusive conservation, transport, transport insurance and VAT. At import from outside the EU also exclusive cost of customs clearance, rights and taxes. Unless in otherwise agreed in the order.
- 5.2. Alterations in cost setting factors may be reason in the meantime to adjust the prices by WEGUSTA HOLLAND B.V.
- 5.3. The term of payment is thirty (30) days after the date mentioned on the invoice.
- 5.4. In case of default WEGUSTA HOLLAND B.V. will declare the customer in default on the basis of EU-directive 2000/35/EC and will act accordingly.
- 5.5. Payments to be made by transfer into the bank account number of WEGUSTA HOLLAND B.V. as mentioned on the invoice. Payments by cheque or other currency then agreed are not accepted.
- 6. Guarantee, complaints and liability
- 6.1. The guarantee period of goods supplied by WEGUSTA HOLLAND B.V. is no longer then six (6) months after supply of goods, irrespective of use or application of the goods during that time.
- 6.2. Immediately after receipt of the goods the customer must inspect the goods on possible defects regarding the agreement. Complaints should be notified in writing to WEGUSTA HOLLAND B.V. within ten (10) days after receipt of the goods. After expiring of this period the goods are considered to be accepted unconditionally by the customer.
- 6.3. Possible invisible defects must be notified in writing to WEGUSTA HOLLAND B.V. within ten (10) days after discovery of it, yet within six (6) months after receipt of the goods and accompanied by a report issued by an independent expert subject to acceptance by WEGUSTA HOLLAND B.V. and the manufacturer of the product.
- 6.4. Submission of a complaint will never suspend the payment obligation of the customer.
- 6.5. WEGUSTA HOLLAND B.V. excludes each consequential damage and damage of third parties and is only responsible for replacement or repair of the supplied product in case it has been proved that the product does not meet the agreed specifications in drawings, standards and or tolerances.
- 6.6. Quality requirements or quality standards must explicitly have been agreed upon. Small, in the branch usual or not to avoid technically deviations and differences in quality, colour, measurement or finishing off, produce no reason to submit a complaint.
- 6.7. In respect of subcontractors for which WEGUSTA HOLLAND B.V. acts as customer, above guarantee provisions and liabilities are also applicable.
- 7. Retention of title.
- 7.1. Customer becomes owner of goods after having fulfilled all obligations towards WEGUSTA HOLLAND B.V., irrespective the cause of the claim.
- 7.2. Customer is obligatory to insure goods as from the moment of supply and to keep it insured up to the moment the title passes on to the customer.
- 7.3. Notwithstanding the remaining rights belonging to WEGUSTA HOLLAND B.V., she is irrevocable authorised by the customer, in case the customer does not fulfil its payment obligations, without any claim or judicial intervention to return the supplied goods, if these have been mounted or assembled to any movable or immovable goods: to dismantle and return.
- 7.4. If withdrawal or dismantling is not possible customer will take the obligation on first demand from us to collaborate in the establishment of the right of security on the claim obtained or will be obtained by the customer by reason of the delivery of goods to its customers.
- 8. Force majeure
- 8.1. In case of Force Majeure, being situations beyond WEGUSTA HOLLAND B.V.'s direct or indirect control, the latter has the right to delay the agreed delivery date, to adjust the prices and in the ultimate case to breach the agreement without the right for supplier and/or the customer to claim for compensation or other efforts.
- 9. Applicable Law and Jurisdiction
- 9.1. The Netherlands law shall apply to all agreements, general conditions and every further agreement, as well as on all related disputes. The Treaty of Vienna concerning international trade contracts concerning movable goods of 11 April 1980, Trb 1981, 1984 will never apply and is excluded.
- 9.2. All disputes with respect to the set up, contents, validity or implementation of an agreement, or any resulting agreement, as far as it has not been prescribed compelling elsewhere, and every other judge excluded, are tried by the competent judge in the district in which we have our head office, unless we prefer to bring the dispute to the competent judge of supplier's or customer's domicile.