Terms and conditions
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF IFG INDUSTRIAL FOAMS B.V.
Article 1 - Definitions 08 January 2010
The following definitions apply to these General Terms and Conditions of Sale and Delivery:
"the Seller": IFG Industrial Foams B.V., with its registered office and place of business in (5422 VH) Gemert at the address of Dommel 43, recorded in the business register of the Dutch Chamber of Commerce under number 16072845;
"the Buyer": the other party, entering into the contract with IFG Industrial Foams B.V.
Article 2 - General
- Unless explicitly agreed otherwise in writing , these General Terms and Conditions of Sale and Delivery , hereinafter "General Terms and Conditions" , shall apply to all offers , quotations and agreements that concern the Seller delivering goods and/or services of any nature to the Buyer, also if such goods and/or services have not been described in these General Terms and Conditions at all, or have not been described in these General Terms and Conditions in further detail.
- The Buyer accepting or maintaining a quotation or order confirmation referring to these General Terms and Conditions without the Buyer making any further comments in such regard shall be considered to constitute the Buyers consent with the application of the General Terms and
- These General Terms and Conditions shall also apply to other agreements , including follow-up and supplementary agreements to which the Seller and the Buyer, or their successors in title, are parties.
- Any General Terms and Conditions on the part of the Buyer shall only apply if the Seller has explicitly accepted such General Terms and Conditions in
- The Buyer stating or referring to its own purchase conditions or other general terms and conditions does not constitute acceptance of such terms and conditions by the Seller and does not make them applicable to the present
- If one or more provisions from these General Terms and Conditions are null and void or are voided , the other provisions of these General Terms and Conditions shall remain in full force and effect.
- Any stipulations or conditions that differ from these General Terms and Conditions shall only be binding if agreed in writing .
Article 3 - Prices
The prices stated by the Seller are exclusive of transport costs, turnover tax , other taxes and levies imposed by the government , and other costs, including storage costs, unless explicitly agreed otherwise in writing.
The Seller shall not be under the obligation to perform the agreement at a quoted price that is obviously based on a printing and/or writing error.
If one or more external cost prices, such as suppliers prices, exchange rates, prices of raw and other materials, freight costs, wages and/or social security contributions , import duties, taxes and levies imposed by the government and other costs, are increased after the date of entering into the agreement, even if this is pursuant to foreseeable circumstances, the Seller shall have the right to increase the agreed price in accordance with such increase.
The Seller will communicate its intention to increase the price to the Buyer in writing, stating the extent of the increase and the date when the increase will take effect.
If the price increase is more than 15%, the Buyer will have the right - within 7 working days of the communication referred to in the previous paragraph of this article - to terminate the agreement in writing or to cancel the order with effect from the date stated in the Seller's communication on which date the increase in the price or rate was to take effect. However, the Buyer will continue to be under the obligation to comply with the agreement if the Seller then immediately informs the Buyer of its intention to deliver according to the old prices.
Any price increase within three months of entering into the agreement in respect of a Buyer who is a natural person who does not act in a professional or business capacity shall be allowed; in that event, the Buyer shall have the right to dissolve the agreement in writing.
Article 4 - Offers, quotations and cancellation
- All offers , quotations, price lists and delivery times , etc. provided by the Seller shall be without obligation , unless stated otherwise, and they can be withdrawn by the Seller at all times without the Seller incurring any obligation , even after the offer/quotation has been accepted by the The Seller will have to give notice of its intention to withdraw its offer, quotation , price list or delivery times, etc., that has or have been accepted by the Buyer immediately after such acceptance by the Buyer.
- Agreements shall not be binding until they have been confirmed by the Seller in writing . An-y amendments-or:-changes to the General Terms and Conditions or any other changes or amendments to the agreement shall become binding once they have been confirmed in writing by the Seller.
- Acceptance by the Buyer that differs from the quotation shall be considered a rejection of the original quotation and shall be considered a new quotation that is not binding on the Seller unless it is specifically accepted by the This shall also apply if the acceptance only differs in a minor way from the Seller's quotation.
- Any statements of details and specifications in offers and quotations shall concern such aspects as size and weight and are provided as approximate values.
- If and to the extent that the Buyer performs any activities or makes any preparations in this respect, based on the apparent assumption that an agreement will be or has been entered into, the Buyer does so at its own risk.
- The Seller shall have the right to engage third parties in performing its agreement with the Buyer.
- Cancellation by the Buyer will only be possible with the Seller's In that event, in addition to the Buyer being under the obligation to compensate the Seller 20% of the purchase price, the Buyer will be obliged to take receipt of any goods already ordered and pay for them in proportion to the purchase price. The Buyer shall be liable in respect of third parties for the consequences of the cancellation and shall indemnify the Seller in this respect against any third-party claims. Any amounts already paid by the Buyer will not be refunded.
Article 5 - Delivery, delivery period and part deliveries
- Delivery shall not be made carriage paid.
- Any goods ordered shall be delivered in the wholesale packaging that is available at the Seller's.
- Any goods ordered will be shipped in a manner to be determined by the Seller, but at the Buyer's expense and risk. The Buyer shall take out adequate insurance against such risks.
- Delivery will be made once, to an address stated by the Buyer, even if the goods ordered by the Buyer are intended to be distributed to several different addresses .
- The Buyer guarantees the good accessibility of the place of destination/unloading location and will be responsible for off-loading/unloading.
- If it has been agreed that the goods will be transported by or on behalf of the Seller, delivery shall be considered to have been made at the moment when the goods leave the vehicle used or hired by the Seller.
- If the Seller stores the goods for the Buyer, delivery will be considered to have been made at the moment of storing the goods.
- The delivery period starts on the day of the order confirmation or the day when the quotation is accepted , unless stated otherwise in the order confirmation or the quotation . If the Buyer has to make information and/or materials available to the Seller in order to enable the Seller to deliver to the Buyer, the delivery period will not start until the Seller has received all of the information and/or materials.
- The Seller shall be allowed to deliver any goods sold by way of part deliveries . If the goods are delivered by way of part deliveries, the Seller shall be authorized to invoice every part separately.
- Any delivery periods stated by the Seller shall be considered to be approximate indications and shall never be considered as binding deadlines , unless explicitly agreed otherwise . If the delivery period is exceeded , this shall never entitle the Buyer to damages , nor does it give the Buyer the right to dissolve the agreement and/or to otherwise suspend its obligation resulting from the agreement.
- If the deliveries or the work activities cannot be made or carried out in a normal way , or without any interruptions , and this is not the Seller's fault , the Seller shall have the right to charge any extra costs incurred as a result, including call-out charges , to the Buyer.
- If the Buyer fails to take receipt of the goods within the period agreed after the goods have been made available to the Buyer by the Seller, or if it turns out that delivering the goods to the Buyer is not possible due to a cause that is the Buyer's risk, the Seller shall have the right to store the goods at the Buyer's expense and risk, in accordance with the Seller's storage fees. If the Buyer still has failed to take receipt of the goods after a period of one month has elapsed since the Seller informed the Buyer that it had stored the goods, the Seller shall have the right to dissolve all or part of the agreement with immediate effect, without any prior or further notice of default and without any judicial intervention being required, and also without having to compensate any damage or loss, cost or interest, and to offer the goods to third parties. Storage will be without prejudice to the Buyer's obligation to pay for the goods and any sale to third parties will be without prejudice to the Buyer's obligation to pay the storage costs as well as the relevant payments for the goods.
- If it has been agreed that the Seller will store goods for the Buyer, the Buyer will have to take receipt of all the goods stored within the storage period agreed and pay for the goods. Invoices will always be sent at the moment of making the full delivery or any part deliveries to the Buyer. If the Buyer has not taken receipt of all the goods within the storage period agreed, the Seller will have the right to offer the goods to third parties, without prejudice to the Buyer's obligation to pay the remainder.
- Any expenses incurred by the Seller at the Buyer's request shall be entirely at the Buyer's expense, unless agreed otherwise in
Article 6 - Transfer of risk
- The risk of the goods shall transfer to the Buyer at the moment of delivery , even if the Buyer does not cooperate with the
- If the Seller has stored goods for the Buyer, these goods shall be held by the Seller at the Buyer's expense and risk.
- If the goods stored on the Buyer's behalf are destroyed by fire , and/or due to other (unforeseen) circumstances , the storage costs will be charged until the moment when the goods are destroyed.
Article 7 - Retention of title
- The Seller retains title to all goods it has delivered until the moment of full payment of the price of goods delivered, or still to be delivered , to the Buyer by the Seller, as well as on behalf of any other activities that the Seller has performed, or still has to perform for the purpose of delivering goods , and on behalf of any claims that the Seller can make on the Buyer due to its failure to comply with the agreement entered into with the Buyer, including any debt collection costs, interest and penalties.
- The buyer shall not be allowed to sell the goods covered by the Seller’s retention of title to third parties, to transfer title to such goods, and/or to otherwise make such goods available to third parties and/or to encumber them , unless to the extent that this is customary as part of the Buyer's regular operations, or if the Seller has given its explicit permission in writing .
- If and to the extent that the Seller has not received payment of a due and payable claim, or if there is good reason to fear that the Buyer will not fulfil its obligations in respect of the Seller, the Seller shall have the right to take back the goods delivered subject to retention of title, without any notice of default or judicial intervention being The Buyer hereby already gives the Seller irrevocable authorization to take back the goods as stipulated above and the Buyer shall be under the obligation to grant the Seller access to all rooms used in its business for such purpose, without prejudice to the Seller's rights to claim damages from the Buyer.
- The Seller shall also have the right referred to in the previous paragraph of this article in the event of a suspension of payment, bankruptcy, insolvency , moratorium on payments , or winding up of the Buyer's assets or company.
- For as long as the Buyer has not fully complied with its obligations pursuant to the agreement with the Seller, and before the Seller makes delivery, the Seller will always have the right to demand that the Buyer furnish a bank guarantee , or at least security that is equivalent to a bank guarantee , as a guarantee that any amounts that the Buyer owes or will owe after delivery will be paid. The Buyer shall then immediately provide such security . Until this security has been furnished by the Buyer, the Seller may suspend the delivery and/or dissolve the ongoing agreement without judicial intervention and without prejudice to the Seller's right to demand compliance and/or to claim damages . The amount of the security to be furnished will be established by the Seller.
- The Buyer is also under the obligation to insure the goods delivered by the Seller subject to retention of title and to keep them insured against fire damage, explosion damage , water damage and theft , and to immediately make this insurance policy available for inspection to the Seller if the Seller so requests. In addition , the Buyer will be obliged to mark the goods delivered subject to retention of title as the Seller's property, or to keep them separated from similar goods that are not covered by the Seller's retention of If the Seller wishes to take any other measures to protect its title to the goods, the Buyer will have to cooperate with such measures, unless they unreasonably hinder the Buyer's normal business operations .
Article 8 - Defects
- The Buyer shall be under the obligation to check the goods immediately upon taking receipt of them and/or to immediately check any work that has been carried The Buyer must check that the items delivered correspond to the agreement , i.e.:
- that the right goods have been delivered ;
- that the goods delivered meet the quality requirements that may be set for normal use and/or for commercial purposes.
- that the quantity of the goods delivered is in accordance with what has been agreed.
- Minor differences in size, weight , quantity , color, etc. shall not be deemed to constitute defects on the part of the user.
- The Seller's copy of the consignment note signed to confirm receipt by the carrier without any further comments having been added to it by the carrier shall be full and valid proof of shipment of the quantities stated on the consignment note, as well as the external good condition of the goods.
- The copy of the consignment note, receipt or any other form of confirmation of receipt signed by the Buyer shall be considered as full proof that the goods listed on the consignment note have been received by the Buyer completely and in a good external condition , unless a comment in this regard has been written on such
- If visible errors, deficiencies or defects are concerned , any complaints concerning goods delivered or work performed by the Seller shall be communicated to the Seller within 24 hours of delivering the goods and/or performing the Even if already made orally, such complaints shall be confirmed to the Seller in writing (by fax , letter, bailiff's writ) immediately. Any other complaints shall be reported to the Seller by the Buyer by means of a registered letter no later than within 8 days of receiving the goods.
- If complaints have not been communicated to the Seller within the applicable periods in accordance with the previous paragraph , the goods will be considered to have been received in a good condition and/or the work will be considered to have been performed
- The goods delivered that are the subject of the complaint shall all be available in their entirety for inspection by the The Buyer shall enable the Seller to inspect the goods.
- In the event of a complaint, any processing or further processing of the goods shall only be allowed subject to the Seller's permission in writing . If a defect is found in part of the batch delivered, this does not entitle the Buyer to refuse the entire
- Return shipments about which there has not been any prior consultation , and which have not been approved by the Seller in writing , will not be accepted by the
- If the Buyer returns goods, the Seller shall have the right to charge handling fees, freight costs, and any other costs, unless otherwise agreed in writing.
Article 9 - Liability
- Any and all liability on the part of the Seller in respect of the Buyer shall expire if the Buyer makes changes to the goods delivered or has third parties make changes to the goods delivered .
- The Seller shall never be liable for any consequential damage or loss, which shall at least be taken to include financial loss due to direct loss and pure financial loss, such as, but not limited to, operating loss, lost profits, lost savings , loss due to business interruption or loss resulting from any third-party claims on the Buyer.
- If the Seller has purchased the goods delivered by it from a third party, the Seller's maximum liability in respect of the Buyer will always be limited to the guarantee obligations of the Seller's supplier in respect of the
- Save in the event of intent and/or gross negligence, the Seller shall never be liable for any direct damage or loss on the part the Buyer or a third Neither shall the Seller be liable for damage or loss in any form or of any nature in connection with the goods being transported. If a court rules that the Seller is not entitled to invoke the limitation of liability stipulated in the first sentence of this article , the Seller's maximum liability will always be limited to the amount of the insurance payment paid by the Seller's insurance company or the amount of the net order price agreed or a proportionate part thereof.
- Any and all liability of the Seller in respect of the Buyer shall also expire, and the Buyer shall indemnify the Seller against all third-party claims, if (1) the damage or loss was caused by unprofessional use and/or use in conflict with the Seller's instructions , and/o r unprofessional keeping/storage of the goods by the Buyer, (2) the damage or loss was caused because the Buyer did not act in accordance with the instructions and/or advice given by the Seller, or (3) the damage or loss was caused by errors or inaccuracies in data, materials, information carriers etc. provided and/or decreed to the Seller by the Buyer or on the Buyer's behalf.
- The Buyer shall indemnify the Seller against any and all claims in connection with the use and/or storage of goods delivered by the Seller that third parties might bring against the
- The Seller shall guarantee the customary normal quality and reliability of the goods delivered ; the actual service life of the goods delivered can never be guaranteed .
- All claims against the Seller shall become time-barred after 6 months have passed since the start of the day following the day when the claim became due and payable. If the Buyer is a natural person who does not act in a professional or business capacity the term referred to above shall be 1 year .
Article 10 - Packaging materials
- Any packaging materials delivered through the Seller for which a deposit has been charged will be taken back and the deposit will be refunded, provided that the packaging is not damaged and is complete and can again be used as packaging for the same type of goods for which it was originally used.
- If the packaging materials are returned by the Seller's own means of transport , the packaging materials must be made ready for transport in a sorted configuration.
- Any packaging materials not delivered through the Seller shall only be taken back if the packaging materials concerned are part of the Seller's range.
Article 11 Force majeure
- If the Seller fails to comply with an obligation, this shall not be considered to be a shortcoming that can be attributed to the Seller if it is the consequence of the will or the action of a circumstance that is independent of the Seller - even if it could have been foreseen at the moment when the agreement was entered into - the nature of which is such that it would not be reasonable to demand that the Seller perform all or a certain part of the agreement.
- The circumstances referred to in the previous paragraph of this article shall include, without limitation: a supplier of the Seller failing to deliver, or making an incomplete and/or delayed delivery , war or the threat of war, full or partial mobilization, import and export bans, any measures by Dutch and/or foreign government bodies that make the performance of the agreement more difficult and/or more costly than what could have been foreseen when entering into the agreement , frost , strike action and/or plant occupation , epidemics , traffic interruptions, loss or damage during transportation, fire, theft, faults in energy supplies , defects to machines, all the above both in the Seller's company and at third parties from whom the Seller purchases all or part of the materials , goods or raw materials needed, and furthermore all other causes that have occurred beyond the Seller's control and/or through no fault of the Seller.
Article 12 - Suspension and dissolution
- If performing the agreement is not possible due to force majeure, the Seller shall have the right to suspend the performance of the agreement, or to dissolve all or part of the agreement , without the Seller being obliged to pay any damages.
- In the event of the Buyer failing to meet an obligation that results from its agreement with the Seller or from any related agreements , or it failing to meet such an obligation properly or in good time, or if there is good reason to fear that the Buyer is not or will not be able to fulfill its contractual obligations in respect of the Seller, as well as in the event of the Buyer being placed in administration , being placed under guardianship , becoming insolvent or bankrupt, applying for or being granted a moratorium on payments , or otherwise losing the power to dispose of, or the legal capacity in respect of, its assets or parts thereof , the Buyer's company being put into liquidation or being transferred in part, including a considerable share of its claims being transferred , as well as in the event of execution being levied against the Buyer's assets and this not being cancelled immediately , the Seller shall have the right - without any notice of default being required - to either suspend the performance of the agreement , or to dissolve all or part of the agreement, without the Seller being obliged to pay any damages and without prejudice to any of the Seller's other rights.
- The Buyer waives all rights of dissolution .
Article 13 - Payment
- Complaints as referred to in article 8, as well as the event that delivery cannot be made as referred to in article 5, will not suspend the Buyer’s payment obligation.
- The Buyer shall submit any complaints about invoices sent by the Seller in writing within 14 days of the invoice date, failing which all the Buyer's entitlements in this regard will expire. Any complaints by the Buyer about the invoice shall never suspend the Buyer's obligation to make full
- In derogation of the provisions of the previous paragraph, the Seller shall have the right at all times to demand that the Buyer make an advance payment if the Seller is of the opinion that the Buyer will not be able to fulfil its payment obligations from an agreement with the Seller or will not be able to fulfil them in time and/or in their entirety . The amount of the advance payment will be established by the Seller.
- Unless otherwise agreed, payment shall be made within 30 days of the invoice Payment is to be made in cash, and not in kind.
- If the Buyer still fails to make payment within the period agreed , the Buyer shall be considered to be in default by operation of the law, without a notice of default being required. The Buyer will then have to pay a credit limitation surcharge of 2% of the purchase price and interest at a rate of 2% a month, to be cumulatively calculated on the basis of the principal The interest on the amount that is due shall be calculated from the invoice date until the moment when the full amount has been paid.
- If the Buyer is in default concerning the timely performance of its obligations , all reasonable extrajudicial costs of obtaining payment shall be at the Buyer's expense. These extrajudicial debt collection costs will be 2 points of the court-approved scale of costs in the court of first instance, to a maximum of 15% of the principal sum. However, if, in collecting its claim, the Seller has reasonably incurred higher costs than the fixed fee referred to above, such costs will be entirely charged to the
- Payments will first be offset against the debt collection costs, then against the interest due, and then against the principal sum. If the Buyer leaves several invoices unpaid, any payments - duly considering the provisions of the previous sentence - will first be set off against the oldest invoice and then the one but oldest invoice , etcetera , even if the Buyer has stated that payment concerns a more recent
- The Buyer shall not be allowed to offset any amounts it owes to the Seller against amounts that the Seller owes/might owe the Buyer.
Article 14 - Samples, models and examples
- If the Seller has shown or provided a model, sample or example, this shall be supposed to have been shown or provided solely as a general indication . No rights can be derived from this, unless the parties have explicitly agreed otherwise. The actual conditions of the goods to be delivered may differ from the sample, model, or example, unless it has been stated explicitly that the goods delivered would be in accordance with the sample, model, or example shown or provided.
Article 15 - Governing law and disputes
- All quotations , offers, and/or agreements with the Seller shall exclusively be governed by Dutch law. The application of the 1964 Uniform Sales Laws and the United Nations Convention on Contracts for the International Sale of Goods (1980) is explicitly excluded .
- Any disputes resulting from quotations or offers provided by the Seller, and/or from any agreements entered into with the Seller, shall exclusively be adjudicated by the competent court in the court district where the Seller's actual place of business is, unless it has been explicitly agreed in writing that the dispute will be adjudicated by a different body.
- If the Buyer is a natural person who does not act in a professional or business capacity , the Buyer shall have the right to indicate - within 1 month of the Buyer informing the Seller that legal proceedings will be brought - that it opts to have the dispute adjudicated by the court which is competent to hear the case according to the law.