General Terms and Conditions
BCO International Trading B.V. a personal limited liability company organized under the laws of The Netherlands having its principle place of business at Aalsmeer, the Netherlands, registered in the Chamber of Commerce under RSIN 62330187 and VAT nr. NL854771141B01, hereinafter: “Supplier”
1.1. These General Terms and Conditions of Sale are a non-binding translation in English from the Dutch of the Algemene Verkoop en Leveringsvoorwaarden van Supplier. The aforementioned Dutch text is binding and in case of questions of interpretation the Dutch text prevails. Unless otherwise agreed in writing these general terms and conditions of sale (as interpreted in the original Dutch text) apply on all offers by and agreements with Supplier.
1.2. Except when agreed in writing by Supplier no changes, additions, additional agreements or terms deviating of the agreement or these general terms and conditions of sale and resulting in a deviation which may be detrimental to Supplier or which may result in a lower sales price shall not be valid. Supplier explicitly reserves the right not to invoke any of the terms mentioned in these general conditions.
1.3. These general terms and conditions remain applicable notwithstanding the stationary, invoices and/or other documents of the other party refer to or have incorporated its or any other party’s general terms and conditions. Provided it has been explicitly agreed by the parties, the applicablity of any other general terms and conditions is herewith excluded. In case of any conflicting term between these general terms and conditions and the terms of the agreement the terms in the agreement shall prevail.
1.4 Supplier is entitled to transfer any of its rights and obligations hereunder to any of its group companies.
2. Offers and agreement:
2.1. All offers, stocklists and pricelists are non binding. All offers are valid for the duration mentioned in the offer. In case the duration has not been mentioned, the offer will stand for twenty days. An offer may be extended by a notice in writing by Supplier, mentioning the duration of the extension.
2.2 No agreement or offer shall exist – also in case a reseller or an agent has been used – if such agreement and/or offer is confirmed in writing by Supplier In case of a sale out of (warehouse) stock the invoice may serve as the confirmation.
3.1. In case of delivery in the Netherlands all prices are excluding VAT, and franco delivery address, provided such address can be reached over the road with general means of transportation, unless otherwise agreed.
3.2. In all other cases the prices are ex works or ex warehouse, unless otherwise agreed in writing.
3.3. In all cases prices are in Euros, excluding transport, clearence, import and export levies, insurancecosts, taxes and any other levies.
3.4. In case no (or not yet) a price has been agreed Supplier ’s pricelist on the date of delivery shall be applicable.
3.5. All deliveries shall be against the agreed prices, provided that in case after the date of the agreement materials packaging, raw materials, semi-finished products, wages, social premiums of whatever sort, freight, taxes, currencies and/or other factors determining the pricesof the products, change Supplier shall be entitled to change its prices accordingly. Such change in prices does not entitle the other party to (have) terminate(d) the agreement, provided the change does not result in a price raise of 15% or more..
4. Delivery; risk:
4.1. All times of delivery are only approximately. In case Supplier is dependent of additional information to be provided by the other party constituting a possible delay the time of delivery starts as of the time the information has been provided in full.
4.2. Late delivery shall not entitle the other party to terminate the agreement, refuse payment or otherwise refuse to comply with any of its contractual obligations vis-a-vis Supplier. No transgression of a delivery daty shall result in any compensation of damages or otherwise on whatever grounds.
4.3. If the products have not been sold ‘franco’the risk for the products during the freight and transportation shall be for the account of the other party as of the moment the products leave the works/warehouse of Supplier. The risk for the products is therefore during freight and transportation for the other party. Supplier is vrij in contracting a freighter as well as in the type of transportation, unless otherwise agreed in writing.
4.4. If the products have been sold ‘franco’the risk for the products is for the account of the other party as of the date of delivery. Delivery means: bringen the products into the power of the other party. The products are als for the account and risk of the other party asof the moment that the other party is in default with the performance of any of its contractual obligations relating to the delivery. The other party is in default in case it does not accept immediately after fulfilment of the time of delivery actually accepts the products on the place of delivery. The other party must provide for sufficient materials and staff to allow for a quick and effortless delivery of the products. Additional costs shall result from any negligence by the other party, including but not limited to the warehousing of not timely accepted products. As the date of delivery the date mentioned in the freight letter shall apply in case the transportation is done either by Supplier or by any of the third parties as mentioned above – or in any other case at the time and date on which transportation has started – with the exception of collected products, in which case the note of delivery shall apply.
4.5. Supplier is allowed to calculate a compensation for sustainable packaging, which shall be mentioned explicitly on the invoice. Lading (belading) or filling (vulling) of transportation materials provided by the other party and/or packing (emballage) will be for the risk of and account of the other party, regardless whether such packing filling or lading has been done by Supplier or has been advices by Supplier or Supplier has provided any services in relation thereto. Supplier may refuse loading any material or packing which to its sole discretion does not fulfil any of the demands that for the purpose of safety can be reasonably required. In case of such refusal Supplier shall not be liable to any consequences thereof. Ther aforementioned third parties have the same entitlements and duties as mentioned herein.
4.6. The other party shall check each delivery without any delay on amount of products, quality, specifcation of the materials and all other possible deviations of the agreed delivery.
4.7. Supplier is entitled to delivery an order in full or in subsequent parts. In the last case Supplier is entitled to invoice each seperate delivery and require payment of its invoice. In case a partial delivery is not being paid, Supplier has no duty to deliver the next partial delivery, but Supplier may at its discretion partially terminate or suspend the agreement without the interference of a judicial decision and without putting the other party on notice of default regardless Supplier’s right on compensation of damages.
5. Reservation of transfer of property:
5.1. All products, whether delivered or to be delivered, remain the exclusive property of Supplier, unless all claims Supplier has or may have against the other party including at any rate claims in accordance of clause 3.92 lid 2 DCC for interest, legal costs both in and out of court have been paid in full.
5.2. In case the other party creates a new product out of any of the products delivered by Supplier which products have not been transferred in accordance with clause 5.1 above, such person acts by order of Supplier and will keep the new product for Supplier as a trustee. The other party will only become owner of the new good as of the moment the reservation of transfer of transport has been terminated by payment of all claims by Supplier.
5.3. As long as the property of the goods has not been transferred to the other party, such party is not allowed to pledge the goods or grant any other right to any other party whatsover except in the normal practise of his enterprise. The other party shall at the first request by Supplier co-operate with any pledge on any claim such party may have following the delivery of the goods to a third party. In as much Supplier may have other claims on the other party than mentioned above under clause 5.1 and Supplier has deliverd any goods which have been released of the reservation of transfer of property the other party herewith pledges a non-disclosed right of pledge (bezitloos pandrecht) as a security for the fulfilment of its obligations vis-a-vis Supplier and in favour of Supplier which right of non-disclosed pledge Supplier herewith accepts. The other party herewith acknowledges and agrees to sign at the first request by Supplier a deed of pledge. The other party guarantees that it is entitled to grant the aforementioned pledge and that no other rights of pledge or otherwise have been granted regarding the goods.
5.4. The other party shall carefully store the products deliverd under the reservation of property as that recognizable property of Supplier. The other party shal treat such products as a good caretaker. The other party shall insure such products against all calamities against at least the invoice value. At the first request by Supplier the other party shall provide the names and addresses of the insurance company or companies as well as copies of the insurance policies. In addition the other party at the first request of Supplier, in as much as this has not been created by a matter of law, pledge a non-disclosed pledge in favour of Supplier on its claims against the insurance company.
5.5. Supplier is entitled to retrieve goods delivered under the reservation of property as long as these goods ar under the custoday of the other party, should the other party be in defaulr witn its payment commitments or is in any liquidity difficulty or threatens to be so. The other party shall allow Supplier at all times to have free entrance to the offices, warehouses and terrains it uses to inspect the goods and/or to allow Supplier to fulfil its rights.
5.6. The aforementioned rights in this article do not diminsh any of Supplier’s other rights hereunder and under the law.
6.1. No complaints regardless of its nature or name shall allow the other party to suspend any of its payment obligations under the agreement.. Complaints will only be accepted by Supplier provided such complaints have been filed by registered mail within eight calendar days after delivery of the products. After finalisation of said period the delivered products are deemed irrevocably and unconditionally accepted by the other party. Any actions may only be instigated on penalty of lapse of claims not later than one (1) year after the timely notice of complaint has been made. The evidence of timely notification of the complaint shall be borne by the other party. The other party shall prove its complaint only through the products and the burden of proof shall be on the other party that the goods are the same as those delivered by Supplier in the same condition as at the date of leaving the warehouse of Supplier. Deviations in quality, sizes, colours, finish etc. which technically are unavoidable of in accordance with good practice are generally accepted, can not result in any formal complaint. A complaing shall only be awarded by Supplier if Supplier is allowed to verify the producctis in its original state and in the original package. Only products which have been returned to Supplier by its own order and of which in addition the complaint has been agreed by Supplier shall be accepted by Supplier The return freight is for the account and risk of the other party. A complaint proven by the other party and accepted by Supplier can at the sole discration of Supplier either be (partly) replaced by products or be credited without any duty to pay any compensation in damages. For the purpose of a complaint each partly delivery is deemed to be a separate delivery.
7.1. Supplier shall never (including but not limited to Acts of God, default, non compliance, unlawful actions, incorrect advices) be liable for any compensation in damages and/of any penalty whatsoever. In as much as is determined in court that the aforementioned complete exclusion of liability cannot be allowed, the amount of damages and penalties to be paid by Supplier shall not be higher than the amount Supplier can reclaim and will be paid out under its liability insurance policy. In addition such amount shall never be higher than than the amount mentioned on the invoice corresponding with the relevant goods.In all instances Supplier shall never be liable for indirect or consequential damages, including but not limited to stagnation in the activities of the business of the other party.
8. Force Majeur:
8.1. In case of force majeur Supplier at its sole discretion is entitled to suspend its obligations under the agreement in full or in part for the duration of the force majeur creating circumstances, or to terminate the purchase, in as much as the purchase is compromised by teh force majeur creating circumstances, without any entitlement to any compensation by the other party.
8.2. Circumstances that may be result in force majeur are inter alia: strike, exclusion, fire, waterdamage, calamities of nature or other calamities that are not under the influence of Supplier, mobilization, acts of war, traffic hindrances, bloccades, importation or exportation restrictions or other actions by the authorities, stagnation or delay in the supply of raw materials or machine parts, lack of transportation space, shortage of labour, as well as every circumstance, which limit the normal way of work in the company as a consequence of which the compliance by Supplier of its legal obligations can not be reasonably required.
9.1. Any amount the other party must pay Supplier out of a legal relationship (such as an agreement). De geldbedragen die de wederpartij op grond van enige rechtsverhouding shall be immediately due at the time the relationship exists, unless otherwise agreed. In as mucha as the amounts are not immediately due as a consequence of the aforementioned they shall be due in full and immediately at the full or partly deliveriy of the products. Any amounts the other party owes to Supplier and which amounts are not due in accordance with the aforementioned shall be paid within 1 day after the date of invoice by Supplier Complaints against invoices must be made in writing and received Supplier within eight days of the date of invoice. After such period the invoice shall be deemed irrevocable and unconditionally accepted by the other party. All claims must be brought before the court not later than 1 January after the timely notification of the complaint on penalty of lapse of claim.
10. Applicable law and Jurisdiction:
10.1. All disputes shall be settled in an amicable way or in case this is not possible by the competent judge of the District Court of Amsterdam. Supplier however is entitled to have disputes settled by another competent judge.
11 All agreements, general terms and conditiongs and every subsequent agreement shall be governed by the law of The Netherlands. The Vienna Treaty regaridng international agreements of sale of moveable goods (Het verdrag van Wenen inzake de internationale koopovereenkomsten betreffende roerende zaken van 11 april 1980 Trb 1981, 184) or any other rules under Dutch international civil law shall never be applicable.