Validity and conditions of agreement
1. Except as otherwise explicitly agreed to in writing by Orissa Vredevoort & Dochters, each purchase order constitutes the formal acceptance by the buyer of these general terms and conditions, which he has acknowledged and whose applicability he accepts. These general terms and conditions will apply to the same extent and will equally have been accepted by the buyer, even when the agreement were not to be considered a purchase agreement.
2. Any clause in a purchase order, letter or other document drawn up by the buyer which is contradictory to or incompatible with these general terms and conditions, shall not be enforceable vis-à-vis Orissa Vredevoort & Dochters, except as otherwise explicitly agreed to in writing by Orissa Vredevoort & Dochters prior to the date of such document.
3. The offers of Orissa Vredevoort & Dochters are non-binding, except as otherwise agreed to in writing by the parties.
4. The purchase orders accepted by our agents, intermediaries, representatives or employees will only be binding after written acceptance or order confirmation by Orissa Vredevoort & Dochters or a special authorized representative of Orissa Vredevoort & Dochters. If the buyer has not received any confirmation with regard to a purchase order within 5 working days, he shall check its status with Orissa Vredevoort & Dochters.
5. In case of a cancellation of the purchase order by the buyer, Orissa Vredevoort & Dochters shall maintain the choice either to perform the agreement or to consider the agreement terminated for non-performance vis-à-vis the buyer without any preliminary notification. In the latter case, a fixed cancellation indemnity is due by the buyer at a rate of 15 % of the value of the purchase order, subject to a higher indemnity if a higher damage is demonstrated, especially in the event that the goods were already obtained by Orissa Vredevoort & Dochters and can only be resold at a lower price or cannot be resold at all within a reasonable period of time.
Delivery, risks, property and liability
6. Except as otherwise explicitly agreed to in writing by Orissa Vredevoort & Dochters, all delivery periods are indicative and are under no circumstances binding to Orissa Vredevoort & Dochters. Failure of meeting such delivery periods will not entitle the buyer to any indemnity nor to the termination of the agreement.
7. If Orissa Vredevoort & Dochters is unable to perform its obligations under the agreement as a result of force majeure, strikes, lockouts, etc., it is entitled to terminate the agreement without any indemnity.
8. Prior to delivery or collection, the goods are stored at the risk of the buyer. The buyer bears the risk of the storage of the goods. The risk of sold goods passes to the buyer as soon as the goods can be identified as destined to the buyer, whether or not the property remains with the seller. Except as otherwise disposed, the transport cost is included in the price. The goods are transported at the buyer's risk.
9. If the buyer does not collect the goods on the indicated date, Orissa Vredevoort & Dochters has the right to consider the agreement terminated vis-à-vis the buyer after a period of 15 days as of said date, without any prior notice. Article 5, 2nd paragraph applies.
10. Orissa Vredevoort & Dochters maintains the right to suspend delivery until the goods are paid. Regarding regular customers with no outstanding debts, the invoicing in advance will be limited to deliveries with a value under 500 EUR.
11. The sold goods remain property of Orissa Vredevoort & Dochters until payment of the purchase price has been received in full, including late payment interests, costs and indemnities of all goods sold by Orissa Vredevoort & Dochters to the buyer. Even when the delivery of the goods is effected in different parts or the price is invoiced by different invoices, the sold goods that have been delivered shall form an indivisible unity. Orissa Vredevoort & Dochters has the right to suspend any delivery and to retake the delivered goods in case of non-payment of any debt by the buyer, which has become due. All costs are at the expense of the buyer. In case of bankruptcy of the buyer or any other form of concurrence of creditors of the buyer, all the existing agreements shall be settled in advance on that date (close-out). The goods sold by Orissa Vredevoort & Dochters shall remain property of Orissa Vredevoort & Dochters until payment of this balance.
12. All goods shall be inspected by the buyer upon delivery. The buyer cannot invoke late delivery, nonconformity or defects of the delivered goods unless a complaint has been sent by registered mail to the registered office of Orissa Vredevoort & Dochters and received by Orissa Vredevoort & Dochters within 10 days of delivery.
13. Orissa Vredevoort & Dochters’ liability to the buyer and its successors with regard to the delivered goods is in any case limited to the purchase price of such goods to which the agreements applies, without prejudice to applicable mandatory rules of law.
Payment
14. In order to be acceptable and valid, each complaint regarding an invoice of Orissa Vredevoort & Dochters has to be sent by registered mail to the registered office of Orissa Vredevoort & Dochters and received by Orissa Vredevoort & Dochters within 10 days as of the date of the invoice. A complaint does not suspend the payment period.
15. Unless otherwise provided for in writing, all invoices shall be paid to the registered office of Orissa Vredevoort & Dochters within 30 days as of the date of the invoice. Except for a prior agreement stipulating otherwise, payment has to be effected by credit transfer without any cost for Orissa Vredevoort & Dochters.
16. Orissa Vredevoort & Dochters may terminate the agreement without prior notice in the event the buyer goes bankrupt or becomes otherwise insolvent, or in any other event which would constitute a change in the legal situation of the buyer, affecting buyer’s ability to perform its obligations vis-à-vis Orissa Vredevoort & Dochters.
17. In case of non-payment of an invoice within the indicated period of time, Orissa Vredevoort & Dochters will additionally be entitled to:
a) automatically and without prior notice: late payment interests as of the due date, at the legal interest rate increased with 2%;
b) in case of non-payment or partial payment within 8 days after the first notice or reminder: an indemnity of 10% of the amount due (with a minimum of 50 EUR), without prejudice to the right of Orissa Vredevoort & Dochters to claim a higher indemnity if the incurred damages are higher than the said amounts;
c) compensation of all relevant expenses incurred by Orissa Vredevoort & Dochters in collecting the overdue payment, unless these expenses are already included by the indemnities granted by the law of the competent court (lex fori).
18. Non-payment of one invoice on the due date implies that all other invoices, even prior to their due date, automatically become immediately due.
19. In case of non-payment of any amount due, Orissa Vredevoort & Dochters has at all times and without prior notice the right to terminate the purchase agreement as a whole or partially, by means of a registered letter to the buyer, with effect as of the sending date thereof, without the requirement to request termination before a court. This resolutive clause constitutes an essential clause of this agreement.
Applicable law - jurisdiction
20. Any agreement with the buyer is governed by Dutch law, including the Vienna Convention on the international sale of movable goods, to the extent it is applicable pursuant to Dutch law.
21. Any dispute with the buyer shall be exclusively submitted to the courts of Zwolle, provided that Orissa Vredevoort & Dochters has the right to bring its claims before any other competent court.