GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT

of Ter Steege B.V., having its registered office in Rijssen (Ov.), Nijverheidsstraat 53, 7461 AD Rijssen and Turfstekerstraat 21, 1431 GD Aalsmeer.

 

1. APPLICABILITY

1. These general terms and conditions apply to all our offers, order confirmations and to all agreements entered into by us, however named. In particular, these terms and conditions also apply to agreements entered into by us for the delivery of products to our buyers.
2. Where in these general terms and conditions reference is made to "buyer", this shall be understood to mean any natural or legal person who is in a contractual relationship with us, pursuant to a purchase agreement concluded with us or any other type of agreement, as well as any natural or legal person who wishes to enter into a purchase or other type of agreement with us. In particular, "buyer" shall also be understood to mean the person on whose instructions and for whose account products are delivered.
3. Deviation from the provisions of these general terms and conditions is only possible if and in so far as this has been expressly agreed in writing.
   If the buyer also refers to (his) general terms and conditions, the buyer's terms and conditions shall not apply. This shall only be different if and insofar as the applicability of the Buyer's terms and conditions has been expressly accepted by us, in writing, and insofar as the Buyer's terms and conditions do not conflict with the provisions of our general terms and conditions.
4. Where these general terms and conditions refer to "delivery (of products)", this shall also include the performance of services and work of any nature whatsoever.
   For orders of goods, which have to be specially made, stamped or otherwise provided with a registration number, name or decor, the buyer is obliged to accept a possible more - or less delivery of a maximum of 10% of the quantity ordered.

 

2. OFFERS

1. All offers and prices are without obligation, unless explicitly stated otherwise in the offer. The agreement between us and the buyer is concluded when we have confirmed the order given by the buyer to the buyer in writing. Verbal promises by and agreements with us (or our subordinates) are not binding on us until after and insofar as they have been confirmed in writing by us to the Purchaser.
2. Quotations made by us include: designs, drawings, models, samples, descriptions, illustrations, measurements, etc., as well as any appendices and documents relating to our quotations. All this remains our property, as well as tools made by us in this connection, must be returned to us at our request and may not be copied and/or given to third parties without our express written permission. With regard to the intellectual property rights, the provisions of article 10 apply.
3. If the order to which our offer relates has not been placed with us within 3 months after the day on which we made our offer, we may charge the costs incurred by us in making our offer, including the costs of making the tools referred to in the previous paragraph, to the buyer.
4. With regard to the data, dimensions and weights, colour, colour fastness and the like provided by us in our quotations, illustrations, drawings and price lists, the purchaser must take into account the usual tolerances, small deviations and changes in, for example, constructions or parts, necessary for a proper execution. The products delivered by us may therefore deviate from the description in the price list or order confirmation, if and insofar as it concerns minor differences and minor changes.

 

3. DELIVERY AND DELIVERY TERMS.

1. The delivery times specified by us shall never be regarded as firm dates, unless expressly agreed otherwise. In the event of late delivery, we must therefore be given notice of default in writing.
2. Unless expressly agreed otherwise in writing, the transport of the products ordered by the Purchaser will be determined by us. The costs of transport are at the expense of the buyer.
3. Unless expressly agreed otherwise in writing, the delivery of products shall take place in the Netherlands:
   1. For orders in excess of a net invoice amount of € 500, - carriage paid at destination.
   2. For orders of a net invoice amount of € 350,- to € 500,- the delivery will take place at the expense of the buyer. These delivery costs amount to € 35,-.

Belgium:

1. For orders above a net invoice amount of € 500,- free at destination.
2. For orders with a net invoice amount of € 350,- to € 500,- the delivery will be at the expense of the buyer. These delivery costs amount to € 35,-.

 

Germany:

1. For orders over and above a net invoice amount of € 850, - carriage paid at destination.
2. For orders with a net invoice amount of € 650,- to € 850,- the delivery will take place on

      costs of the buyer. These delivery costs amount to € 50,-.

Other countries: to be determined by mutual agreement and to be agreed in writing.

1. As soon as the products to be delivered have been loaded from the means of transport at the place of destination or have been handed over to the buyer in our warehouse, the risk with regard to these products passes to the buyer.
2. If the buyer requests that the delivery of products be carried out in a manner other than the usual manner, we may charge the buyer for the associated costs.
3. If the buyer fails to take delivery of the products, we are entitled to store the products at the expense and risk of the buyer - in which case delivery is deemed to have taken place, or, at our discretion, to dissolve the agreement in whole or in part without judicial intervention. The above does not affect our rights under ordinary law; in particular, we reserve the right to full compensation.
4. Any return shipment to us must always be carriage paid, stating the reasons: if this condition is not met, we are entitled to refuse the return shipment and/or to return it at the expense of the buyer. Returns are at the risk of the buyer.

 

4. PRICES

1. All prices quoted by us are ex warehouse Rijssen excluding sales tax.
2. Our prices are based on the cost factors applicable at the time of the conclusion of the agreement, such as currency costs, manufacturer's prices, raw and material prices, wage and transport costs, taxes, import duties and other government levies.
3. We reserve the right to charge increases in one or more of the cost factors to the buyer if this occurs after the date on which the agreement was concluded, but before the day of delivery. In the event of a price increase within three months of the conclusion of the agreement, the buyer is authorised to declare the agreement partially or fully dissolved.

 

5. PAYMENT.

1. Payment must be made, without deduction of any discount, in cash, unless otherwise agreed in writing, immediately after delivery of the products in question, or at least no later than 14 days after the invoice date. In case of payment by bank, the day of crediting our bank account will be considered the day of payment.
2. If the buyer fails to make (full) payment on time, he shall be in default without any further notice of default being required. In that case we shall be entitled to suspend the fulfilment of all our obligations towards the buyer, and we shall also be entitled to compensation pursuant to Section 6:74 of the Dutch Civil Code, without prejudice to all other rights arising from ordinary law.
3. If the buyer is in default of timely payment, he forfeits to us, without further notice on our part, from the due date until the day of full payment, default interest of one and a half percent per month, which interest is immediately payable without further notice of default. At the end of each month, the amount on which the default interest of one and a half percent is calculated shall be increased by the interest due for the month that has elapsed, so that the previously forfeited default interest shall itself become interest-bearing again. Furthermore, the buyer is obliged to pay us the extrajudicial costs relating to the collection of our claim(s); these costs are set at 15% of the principal sum, without prejudice to our right to charge further reasonable costs pursuant to Article 6:96 paragraph 2 sub c of the Dutch Civil Code.
4. Payments made by the Purchaser shall always and in the first place serve to settle all interest and costs owed and subsequently the longest outstanding invoices, even if the Purchaser states that the payment relates to a later invoice.

6. RETENTION OF TITLE

1. Purchaser becomes owner of the products delivered or to be delivered by us only under suspensory condition. We remain the owner of these products for as long as the Purchaser has not paid our claims for the consideration of the contract or a similar agreement. We shall also remain the owner of the products delivered or to be delivered for as long as the Purchaser has not paid the work carried out or to be carried out under such agreements and for as long as the
2. Purchaser has not paid claims due to failure to comply with such agreements, including claims relating to penalties, interest and costs.
   As long as the Purchaser has not paid the above claims, he is not entitled to establish a pledge on the products delivered by us and undertakes to declare to third parties who wish to establish such a right at our first request that he is not entitled to establish a pledge.
3. In the event that the Purchaser fails to comply with any obligation to us arising from the agreement with respect to goods sold or work to be carried out, the Purchaser shall be entitled, without notice of default being required, to take back the goods, both the original and the newly formed goods. The Purchaser authorises us to enter the place where these goods are located.
4. At the moment that the Purchaser has fulfilled all his payment obligations under this and similar agreements, we shall transfer ownership of the delivered goods to the Purchaser, subject to our right of pledge for the benefit of any other claims we may have against the Purchaser. At our first request, the Purchaser will cooperate with any actions required in this respect.
5. Should the Purchaser fail to pay within the period of 14 days after the invoice date referred to in Article 5, paragraph 1, we will be entitled to dissolve the agreement by means of a written declaration of dissolution addressed to the Purchaser. The buyer is then obliged to return the goods delivered by us, or the obligation to otherwise undo the performance performed by us.

 

 

7. RECLAME.

1. Complaints from the purchaser relating to an erroneous delivery or to defects in products that are externally perceptible must be notified to us in writing by the purchaser within 15 days of delivery.
2. The buyer bears the risk of breakage, in the sense that 3% per delivered shipment is at his expense for an order up to € 2300. For an order of € 2300,- up to € 4600,- the breakage percentage per delivered shipment is 2% for orders above € 4600,- 1%. If the breakage percentage is higher than in the above mentioned cases, we will reimburse the excess, either by subsequent delivery, or by crediting the countervalue, to be determined in mutual consultation.

 

8. FORCE MAJEURE

1. Force majeure shall be understood to mean any circumstance beyond our control that is of such a nature that compliance with the agreement cannot reasonably be required of us. Force majeure also includes: lack of raw materials, business or transport disruptions of any kind, epidemics, state of siege, war, impediments caused by measures, laws or decisions of international, national or regional (government) agencies.
2. If we are unable to fulfil the agreement in time, in full or in part due to force majeure, we shall be entitled to perform the agreement at a later date, or to regard the agreement as dissolved, at our discretion. In case of force majeure, the buyer may not claim damages from us.

9. LIABILITY.

1. We accept liability only to the extent that it is apparent from this article.
2. Only if the guarantee obligations in respect of the products delivered by us have not been assumed by third parties (e.g. our suppliers or manufacturers) can the purchaser assert (guarantee) claims against us. In that case, our liability is limited to defects resulting from manufacturing and material faults.
3. In the event of attributable shortcomings in the performance of the agreement, we shall only be liable for replacement damages, i.e. compensation for the value of the defaulted performance, or - to be determined by us - delivery of replacement goods after return of the defective goods. Any liability on our part for any other form of damage is excluded, including additional compensation in any form whatsoever, compensation for indirect or consequential damage or damage due to loss of profit. Furthermore, under no circumstances shall we be liable for damage caused by delay, damage due to loss of data, damage due to exceeding delivery deadlines, damage resulting from the provision of defective cooperation, information or materials by the buyer and damage due to information or advice provided by the buyer, the content of which is not explicitly part of a written agreement. Under no circumstances shall we be liable if the.Purchaser makes changes or has third parties make changes to the products and/or services supplied by us. This also includes use for purposes for which the products and services have not been supplied.
4. The compensation to be paid by us on account of attributable failure to comply with an agreement shall under no circumstances exceed the total of the amounts invoiced on the basis of that agreement (excluding VAT). The amounts and prices referred to in this paragraph shall be reduced by any credits stipulated by the Purchaser and granted by us.
5. In the event of intent or gross negligence on the part of us, our employees or subordinates for which we can be held legally liable, we shall only be liable for compensation for damage caused by death or physical injury. In these cases, the compensation shall in no case exceed the insured amount per damaging event, whereby a series of related events shall count as a single event.
6. Liability on our part for damage due to wrongful act other than as referred to in paragraph 4 of this article is expressly excluded. If and insofar as this cannot be invoked at law, the compensation per event - whereby a series of related events counts as a single event - will in no case exceed the price (excluding VAT) stipulated in the agreement in the context of which the event occurred, or, in the absence thereof, the agreement in force between the parties at the time of the occurrence of the damage, but never more than the insured amount.
7. A condition for the occurrence of any right to compensation/claim is that the buyer, after the occurrence of the damage, has reported this to us in writing within 14 days. Purchaser is not entitled to return the goods in respect of which he does not substantiate his claim. If this is done without a valid reason, to be determined by us, then all costs of return shipment and additional costs are for the account of the buyer. In that case, we are entitled to store the goods under third parties at the expense and risk of the Purchaser.
8. The Purchaser indemnifies us against all damage we may suffer as a result of claims from third parties in connection with the products or services delivered by us, including but not limited to:
   claims of third parties, including employees of the Purchaser, who suffer damage as a result of unlawful actions by employees of us who are made available to the Purchaser and work under his supervision or on his instructions;
   b. claims of third parties, including our employees, who suffer damage in connection with the execution of the agreement as a result of acts or omissions of the Purchaser or of unsafe situations in the Purchaser's company;
   c. claims of third parties who suffer damage as a result of a defect in products or services supplied by us which were used, modified or re-delivered by the Purchaser with the addition of or in connection with products and/or services of the Purchaser and/or third parties, unless the Purchaser proves that the defect is not the result of use, modification or re-delivery as referred to above.
9. With due observance of the provisions of paragraphs 1 to 7 of this article, to the extent that liability would be established by law, any liability on our part shall in any event be limited to the amount that, in the case in question, is covered by the company liability insurance.

10. INTELLECTUAL PROPERTY

All intellectual and industrial property rights to all products/services, designs, drawings, models, samples, descriptions, images, dimensional specifications, tools, analyses, documentation, reports, delivered under the order or agreement, rest exclusively with us. Purchaser can in no way make claims. The buyer is only permitted to sell the products purchased from us in unaltered form. The buyer is expressly not permitted to modify, reproduce or copy the purchased products in any way.  Nor is the buyer permitted to use any drawings, images, paintings, etc. depicted on the products in any way whatsoever, other than in accordance with our express written permission.

 

11. BUYER'S OBLIGATIONS

The Buyer will at all times provide Steege B.V. with all data or information that is useful and necessary for the proper performance of the agreement in a timely manner and will cooperate fully to this end.

If data necessary for the execution of the order or agreement are not available to us, are not available on time or are not available in accordance with the agreements, or if the Buyer fails to fulfil its obligations in any other way, we will be entitled to suspend the execution of the order or agreement and we will be entitled to charge the resulting costs in accordance with our usual rates.

 

 

12. DISSOLUTION

Parties shall be entitled to dissolve the agreement in whole or in part with immediate effect if the other party fails to fulfil any obligation under the agreement, which is of such a serious nature that continuation of the agreement cannot reasonably be demanded of the terminating party, and the renouncing party, after having been given notice of default by registered letter and been given a reasonable term to still fulfil this obligation, fails to fulfil this obligation or to take appropriate steps to rectify this.

We may in any event terminate the agreement in whole or in part with immediate effect in writing, if the buyer is declared bankrupt, if the buyer applies for or is granted a moratorium, or if the buyer is otherwise unable to meet his payment obligations. We shall never be liable for any compensation in respect of the dissolution as referred to in the previous sentence.

If, at the time of dissolution, the buyer has already received performances for the execution of the agreement, we can only dissolve the agreement in part and only for that part that has not yet been executed by the supplier. Amounts that we have invoiced prior to the dissolution in connection with what we have already carried out or delivered for the execution of the agreement shall remain fully due and payable immediately at the time of dissolution.

Dissolution of the agreement shall take place by registered letter with acknowledgement of receipt to the other party.

 

13.OTHER PROVISIONS

1. Amendments or additions to the order confirmation, agreement or these General Terms and Conditions shall only be valid insofar as they have been agreed in writing.
2. Use of goods delivered by us shall be at the expense and risk of the Purchaser.
3. Notifications that the parties will make to each other on the basis of this agreement will take place in writing. Verbal announcements, promises or agreements are not binding on the parties, unless they have been confirmed in writing.
4. We are entitled to transfer all rights and obligations arising from the order confirmation or agreement to which these General Terms and Conditions apply to third parties.

 

14. APPLICABLE LAW.

The offers made by us and all agreements entered into by us are governed exclusively by Dutch law.

 

15. DISPUTE RESOLUTION.

Any dispute relating to the formation, interpretation or execution of the assignment or agreement to which these General Terms and Conditions apply and of the assignments / agreements that may result therefrom, as well as any other dispute relating to or in connection with these General Terms and Conditions, whether legal or factual, shall be settled by the competent court of the District Court of Overijssel in Almelo, the Netherlands, unless we indicate in writing that we wish to submit the dispute to another court or wish to have the matter settled in arbitration.

 

 

These General Terms and Conditions have been filed under number 5/2016 with the District Court in Almelo dated 24-2-2016.

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