These terms and conditions apply to all offers and agreements made by Varpo - Van Uden BV. (hereinafter referred to as "seller") to or with third parties (hereinafter referred to as "buyer"), with regard to the delivery of goods and services by the seller to these third parties, as well as to the entry by potential buyers into the seller's sales, demonstration and warehouse areas. The applicability of any purchasing conditions of the Buyer is expressly excluded by the Seller.
All offers, including those regarding the price, are without obligation: the seller is only bound after he has accepted the order in writing. Offers from stock are subject to interim sales. Acceptance of orders is always subject to the availability of the goods ordered.
The prices quoted apply to delivery ex works, business premises, workshop or warehouse and, where applicable, are exclusive of turnover tax and packaging. Information provided in printed matter by the Seller is subject to change without prior notice. They are not binding on the Seller. Vendor has the right, after the date of offer or of confirmation of order, to change unilaterally the agreed price in case of increase of the cost price determining factors of the goods to be delivered, whereby purchaser will have the right to cancel orders in case of price increases, provided that this takes place before the start of a special production of vendor, or before delivery and within eight days after notification of the price increase to purchaser. In the event that advice is given or work is otherwise requested without an order having been received, the seller always reserves the right to charge this advice and/or work at cost price. Samples and/or models supplied shall always be charged. However, they will be credited in full if returned carriage paid in undamaged condition within two weeks of delivery.
4. Delivery times
The delivery times stated in offers, order confirmations and contracts are given in good faith and by approximation. The buyer is entitled to dissolve the contract without incurring any costs if the seller remains in default of its obligations after having been warned and declared in default within a period of four workable weeks, unless the default is not attributable to the seller. If, as a result of any circumstance whatsoever, it proves impossible for vendor to deliver ordered goods, vendor may unilaterally dissolve the purchase agreement. The Buyer will therefore never be entitled to any compensation if this is caused by force majeure on the part of the Seller. Force majeure for the seller will be those circumstances that can reasonably be considered to stand in the way of timely delivery of the goods sold; in particular, non-delivery or late delivery to the seller by his supplier(s) and strikes will be considered force majeure. Delivery of the goods to purchaser shall always be made to the address of vendor. If delivery at the address of purchaser has been agreed upon, this shall take place at the risk and expense of purchaser unless it concerns a consumer purchase within the meaning of Book 7 of the Dutch Civil Code. The Seller may charge transport and administration costs with a minimum of € 15.00 for deliveries with an invoice value of less than € 200.00.
5. Delivery and call-off
In the event that delivery on call has been agreed without setting any time limits for calling, the seller shall be entitled, if within three months of the conclusion of the purchase agreement not all goods have been called, to summon the buyer to specify a period within which all goods shall be called. The term set by the buyer may not exceed a period of two months, calculated from the day on which the buyer could reasonably have taken cognizance of the seller's demand. The buyer is obliged to comply with the aforementioned summons within two weeks; if the buyer fails to do so, the seller will be entitled, after the expiry of a period equal to the longest period which the buyer would have been entitled to set, to store the goods at the buyer's expense and if the goods are still at the seller's risk, at the buyer's risk, or to cancel the sale and, if necessary, to claim damages. The seller will have the same powers if the buyer fails to meet a deadline despite being given one.
In the event of dispatch by third parties the purchaser must immediately check the number of packages on arrival and compare them with the number stated on the consignment bill. Any discrepancies found shall be noted on the receipt, without prejudice to purchaser's right to refuse the consignment in its entirety. Articles which must be specially manufactured shall be delivered on the express condition that ten per cent (10%) plus or minus in number, quantity or weight shall be accepted without question.
7. Quality and inspection
If and insofar as nothing has been expressly agreed as to quality, the purchaser can only claim a quality in accordance with what is normal and customary in the trade in the case concerned. If and insofar as it has been agreed that the quality will be according to a sample, such sample shall be used to determine the average quantity of the goods. If and insofar as it has been agreed with regard to the quality that this shall be in accordance with a specification and/or that the delivery shall be made to the inspection and/or satisfaction of the buyers, principals and their construction management, the buyer can only derive claims from this that go further than what is stipulated elsewhere in these terms and conditions, if and insofar as those further agreements have been explicitly agreed and result from the buyer's obligation to comply with specification stipulations, the contents of which the buyer has informed the seller of in writing and in good time, so that the seller has been able to take them into account in his offer. The buyer shall have the right to inspect the goods at his own expense. However, the buyer can only derive claims against the seller on the basis of objections due to defects in the quality of the goods, such as in quality, dimensions or number of pieces per commercial unit, insofar as the goods have not been processed and provided that the buyer reports the existence of such objections: a.) in the case of delivery free at work or at the shore: within eight days after receipt of the goods; b.) in the case of delivery free at the shore or free at the station: as soon as possible after receipt of the goods; c.) in all other cases: before the shipment, subject to the provisions below. In the cases referred to under c, the seller shall, if so requested by the buyer and in so far as this can reasonably be required of the seller, be obliged to notify the buyer in time before the shipment of the time and place at which the inspection can be carried out. If the seller has not complied with this obligation, the buyer shall still be entitled to raise objections as soon as possible within a reasonable period, but in any case within eight working days of receipt of the goods. The above provisions shall not affect purchaser's rights under the Act in the case of defects which could not have been discovered during the inspection as is normal and customary in the trade in the goods concerned or - if and in so far as there is a specification - as is described in the specification. The provisions of the preceding sentence shall apply only if the Purchaser notifies the Seller of his objections in writing within a reasonably short period of time after the Purchaser has discovered the defects or could have discovered them with due diligence. If the buyer is able to assert a claim in accordance with the above provisions, this will not give him the right to suspend payments, unless the buyer has a direct appeal to article 236 sub c Book 6 of the Dutch Civil Code.
Payment of the goods (items) by the buyer to the seller shall be made in cash upon delivery. If goods are ordered by the seller on behalf of the buyer, the seller shall be entitled to require a down payment from the buyer, to be determined by the seller, if the seller deems this desirable. If payment by instalments has been agreed, this instalment shall in principle be fourteen days from the invoice date, without prejudice to the seller's right to demand security for the payment before proceeding to deliver if he sees reason to do so. If the buyer refuses to provide such security, the seller shall be entitled to dissolve the agreement without prejudice to his right to compensation. Set-off is not permitted. The claim for payment of the consideration shall in any case be due and payable in the event of late payment of an agreed instalment on the due date, if the client and/or buyer becomes bankrupt, applies for a suspension of payments or if his receivership is applied for, if any attachment is levied on the goods or claims of the client and/or buyer and if he dies, goes into liquidation or is dissolved. No payment may be withheld from the seller on the grounds of alleged defective delivery or on the grounds that the delivery is not yet complete, nor may payment be withheld in whole or in part in the event that the buyer is entitled to demand replacement of any part of the goods on the grounds of the guarantee provision to be set out below, unless the buyer has a direct appeal to article 236 sub c Book 6 of the Dutch Civil Code. If the buyer fails to pay on time - which also applies to any agreed instalments - he shall be deemed to be in default by operation of law and the vendor shall be entitled, without any notice of default being required, to charge the buyer interest at the rate of one percent (1%) per month from the due date, without prejudice to the vendor's other rights. In addition to the purchase price and the interest, the seller is entitled to claim from the buyer all collection costs caused by non-payment, both judicial and extrajudicial. The extrajudicial costs will be determined on the basis of the former collection rate of the Dutch Bar Association a minimum of (€ 100), without prejudice to the seller's right to claim the actual costs if these are higher.
9. Return shipments
Return shipments will not be accepted without prior consultation. Accepting returned goods does not automatically imply approval by the seller. Goods that are not part of the normal stock, special orders of the seller, completely or partially processed goods, damaged goods and goods of which the original packaging is missing or damaged will never be taken back. Return shipments of goods (items) and/or packaging must be carriage paid and state the number of the invoice and/or the date of delivery. The Buyer shall be credited for the returns accepted by the Seller less at least ten percent (10%) of the invoice value for administration and warehouse costs.
10. Retention of title
As long as the buyer has not made full payment to the seller in respect of any agreement between the parties, the goods delivered, whether processed or unprocessed, shall remain the property of the seller. If the buyer fails to fulfil any obligation to the seller under the contract with regard to the goods sold, the seller shall be entitled, without any notice of default being required, to repossess the goods (irrespective of whether they have been processed or not), in which case the contract shall be dissolved without judicial intervention being required, without prejudice to the seller's right to claim compensation for damage, loss of profit and interest. If the same type of goods have been delivered by the seller and one or more invoices have remained unpaid, the goods of the same type still present at the buyer's premises shall be regarded as unpaid, unless the buyer has proof to the contrary. In the event that the buyer has demonstrated that part of the goods delivered by the seller have been paid for, the buyer will be obliged to cooperate in establishing a right of pledge in accordance with Article 237 of Book 3 of the Dutch Civil Code. Insofar as necessary, the Buyer hereby grants the Seller irrevocable power of attorney to cooperate on its behalf in this deed of pledge. As security for the fulfilment of his obligations to the Seller, the Buyer hereby grants the Seller an irrevocable power of attorney to cooperate on behalf of the Buyer in the establishment of a right of pledge as referred to in Section 239 of Book 3 of the Dutch Civil Code in respect of claims arising from the alienation of the goods or for any other reason, including accession, insofar as such claims arise from a legal relationship already in existence. Insofar as the buyer frustrates the seller's rights arising from the two preceding paragraphs in any way whatsoever, the buyer shall forfeit, without any notice of default being required and without judicial intervention, an immediately payable penalty of € 455 per day for each day that this non-compliance continues. If goods are taken back by the seller pursuant to this article, an amount of at least twenty percent (20%) of the purchase price shall be accepted as reduction in value, without prejudice to the seller's right to compensation for dismantling, freight and other costs. The purchased goods may not be sold, pawned or pledged other than to or for the benefit of the seller. Nevertheless, the buyer bears the risk of all direct or indirect damage that may be caused to the goods by him or by third parties.
Complaints concerning the goods supplied or the invoice shall only be valid if received by the seller in writing within eight days of delivery or invoice date, as the case may be. Complaints concerning delivered goods shall not affect previously delivered goods or goods still to be delivered. The submission of complaints does not release the buyer from the obligation to pay. Delivered goods can be exchanged within eight days after purchase, provided the buyer can submit the original proof of purchase and the goods are offered for exchange in their original packaging and condition. Goods offered at a discount or which have been specially ordered by the seller on behalf of the buyer or have been taken into production cannot be exchanged. Explicitly excluded are claims based on technically unavoidable deviations in colors and characteristics of goods. Any right of complaint shall otherwise lapse after processing of the goods.
The seller undertakes vis-à-vis the buyer to repair or replace, at the same time and under the same conditions as determined vis-à-vis the seller by the factory supplying the seller, all parts of the goods that become defective, provided that the defectiveness is caused by faulty construction or faulty material. The replaced parts must be sent to the seller carriage paid immediately and shall become the seller's property. Defects caused by normal wear and tear, inexpert handling or improper or incorrect maintenance, or those occurring after changes or repairs made by or on behalf of the Principal or the Buyer itself or by third parties, are not covered by the warranty. The guarantee will only apply if the client or buyer has fulfilled all its obligations towards the seller (both financial and otherwise) arising from any agreement, subject to the rights of suspension to which the client or buyer is entitled by virtue of the law or the agreement. This warranty obligation shall lapse if the Buyer, on its own initiative, carries out alterations or repairs to the delivered goods during the warranty period, or has them carried out by third parties. This warranty shall not extend beyond the free delivery of the new part to replace the defective part.
Any liability is limited to the amount paid by our insurer, if any, to be increased by an amount of our own risk. The Seller will never be liable to pay compensation for damage suffered either directly or indirectly as a result of defects in the installations and goods supplied, except in the case of intent or deliberate recklessness on the part of the Seller. Seller is not liable for the correctness of the advice given by him or on his behalf, nor does he guarantee certain results when using delivered goods. Under no circumstances shall the seller be obliged to pay more or any other compensation than redelivery, except in the event that different goods have been delivered than those ordered by the buyer and also in the event that the buyer could not have ascertained the actual nature of the goods delivered, either from the appearance of the goods delivered or from the manner of packaging or labelling. Unless the Buyer has direct recourse to Sections 236 and 237 of Book 6 of the Dutch Civil Code, the Buyer shall - except in the case referred to in paragraph 2 of Section 9 - be obliged to indemnify the Seller against all third-party claims relating to damage suffered by or as a result of the goods delivered or of acts performed by the Seller's staff. The Seller shall never be obliged to pay compensation for trading losses, whatever the cause, including delays in the completion of the work and/or the goods and installations sold.
Dutch law applies to all agreements concluded under these terms and conditions. These general terms and conditions are intended to provide a reasonable arrangement of the legal relationship between the buyer and the seller. To the extent that circumstances arise in which these terms and conditions, or any provision thereof, may lead to unreasonable results, these terms and conditions will not apply to the extent that the other terms and conditions remain applicable.