GENERAL TERMS AND CONDITIONS OF VERHAEGH TRADING B.V
Article 1 General
- These general terms and conditions (the "general conditions") govern all offers made by Verhaegh Trading B.V. ("Verhaegh") and every contract entered into with Verhaegh.
- The application of the buyer's general terms and conditions of purchase or other general conditions is hereby expressly excluded.
Article 2 Offers
- The purchase price specified in a purchase contract or prices quoted in an offer are net of VAT and any other statutory duties, and also net of any additional costs such as transport, travel and accommodation costs, and shipping and administration costs, unless expressly agreed otherwise.
- All offers included on the Verhaegh website are subject to contract and should be construed as an invitation to negotiate. A contract only becomes binding when a purchase contract has been signed or there is other written confirmation sent by Verhaegh, whether by email or otherwise.
- The quotation of a composite price does not require Verhaegh to supply a part of the good purchased for a proportionate part of the composite price. Offers do not automatically apply to future orders.
Article 3 Agreements regarding delivery
- If a delivery period has been agreed for the delivery of any purchased goods, such delivery period is an estimate and not a deadline. If a delivery has not been made within a delivery period, the buyer must first serve Verhaegh with notice of default specifying a further reasonable period for it to comply with its contractual obligations.
- If Verhaegh requires certain information from the buyer to ensure proper compliance with the contract terms, the period for delivery will not start to run until the buyer has satisfied its obligation to supply this information.
- Delivery will be made ex works from Verhaegh unless expressly agreed otherwise. The buyer must purchase the goods as soon as they are available for delivery. If the buyer refuses to purchase the goods, or fails to provide the information or instructions necessary for delivery to be made, then Verhaegh is entitled to store the goods at the expense and risk of the buyer.
Article 4 Suspension, termination and cancellation
- Verhaegh is entitled to suspend performance of its obligations to the buyer under the contract, or to terminate the contract, if:
- the buyer fails to comply with its obligations under the contract in full, on time or at all;
- after entering into the contract, Verhaegh learns of any facts that justify a fear that the buyer will not comply with its obligations;
- at the contract is entered into, the buyer is asked to provide security for compliance with its obligations under the contract and fails to provide the security or adequate security;
- if due to circumstances concerning the buyer Verhaegh can no longer be expected to comply with its contractual obligations.
- If Verhaegh suspends performance of its obligations, it preserves its rights under the law and the contract. In such a case it is in no way liable to compensate the buyer for any loss or costs it incurs.
- If termination is the result of any attributable breach on the part of the buyer, the buyer must compensate Verhaegh for all direct and indirect loss thereby incurred, including expenses.
- In the event of liquidation, (an application for) a moratorium, insolvency, or any attachment order that is not lifted within a period of three months, concerning the buyer, or any debt rescheduling arrangement or other circumstance whereby the buyer loses control over its assets, then Verhaegh is automatically entitled to terminate the contract without any obligation to compensate the buyer.
- If the buyer cancels all or any part of an order already placed, Verhaegh is not obliged to refund any advance payment towards the purchase price.
Article 5 Liability and force majeure
- Verhaegh sells and delivers any second-hand goods at the buyer's risk, i.e. in their condition at the time of delivery. Verhaegh is therefore not liable for any defects to any second-hand goods it supplies.
- Any liability of Verhaegh is limited to the amount invoiced for the relevant order, or to such part of the order to which the liability relates, and in any event to the amount paid out by its insurers for the relevant claim.
- Verhaegh is not liable for loss of any kind arising from any assumption it makes on the basis of incorrect or incomplete information supplied by or on behalf of the buyer.
- Verhaegh is not liable for any indirect loss, including consequential loss, loss of profits, missed savings and loss caused by business stagnation.
- Verhaegh is not required to comply with any obligation to the buyer if it is prevented from doing so by any circumstance for which it cannot blamed or that by virtue of any law, legal relationship or generally accepted principle it cannot be held accountable.
- During a period of force majeure Verhaegh may suspend performance of its obligations under the contract. If this period exceeds two months, either party is entitled to terminate the contract without thereby incurring any obligation to pay compensation to the other party.
- The limitations of liability set out in this article do not apply if the loss is caused by any deliberate act or gross negligence on the part of Verhaegh, its employees or any third party it has engaged.
Article 6 Payment and collection costs
- Payment must be made in cash in full, or in part by means of advance payment, or by bank transfer subject to a pre-agreed payment term.
- If the buyer fails to pay an invoice in time, it will automatically be in breach of contract, in which case it is liable to pay interest on the debt at the rate of 1% per month or at the statutory commercial rate, whichever is higher.
- The buyer is not entitled to suspend or set off any of the purchase price it owes to Verhaegh with any kind of claim it may have against Verhaegh.
- If the buyer is in breach of its payment obligations, it is liable to pay all reasonable costs incurred in enforcing payment out of court. These extrajudicial costs are calculated on the basis of what is standard within Dutch debt collection practice, which is currently the calculation method specified in the Voorwerk II report. If, however, Verhaegh has incurred greater collection costs than the amount calculated under the said method, the costs actually incurred are still recoverable if they were reasonably necessary. Any court costs and the costs of enforcing any court order are also recoverable from the buyer.
Article 7 Retention of title
- All goods delivered by Verhaegh under any exiting or future purchase contract with the buyer remain the property of Verhaegh until the buyer has complied with all its obligations to Verhaegh under such contracts.
Article 8 Conformity, inspection and complaints
- All new goods, as opposed to second-hand goods, supplied by Verhaegh will meet the standards and quality that at the time of delivery it is reasonable to expect and that apply in the Netherlands in respect of the normal use of those goods. The buyer must satisfy itself before the contract comes into effect that the goods satisfy its requirements and are appropriate for their intended use.
- Any liability of Verhaegh in respect of new goods will lapse if any defect is the result of any inexpert or inappropriate use of the goods, or of their incorrect storage or maintenance, by the buyer or any third party, or if, without the written consent of Verhaegh, the buyer or any third party makes, or tries to make, any changes to the goods or attaches to the goods anything that ought not to be attached, or if the goods are (re-)processed in any manner other than that prescribed.
- The buyer must inspect the new goods as soon as they are available for the buyer, to check that the quality and quantity of the delivered goods are in accordance with the contract terms. Any visible defects must be reported to Verhaegh in writing within seven days following delivery. Any hidden defects must be notified to Verhaegh in writing as soon as they are discovered and in any event within fourteen days following discovery. If defects are not reported in time, the right to claim in respect of defective goods is lost. The report of any defect must contain as detailed as possible description of the defect, to enable Verhaegh to respond adequately. The buyer must enable Verhaegh to investigate any complaint at any time.
- If it is established that any new goods are defective and if a complaint has been made in time, then Verhaegh will within a reasonable period following the return of the defective goods or - where their return is not reasonably possible - following written notice of the defects by the buyer, either replace or repair the defective goods, or pay compensation to the buyer in respect thereof, at the discretion of Verhaegh.
Article 9 Transfer of risk
- The risk of loss, damage or diminution in value transfers to the buyer at the moment the goods are delivered to the buyer.
Article 10 Jurisdiction and disputes
- Any legal relationship with Verhaegh is governed exclusively by Dutch law, even if any obligation is performed entirely or partly outside the Netherlands or if the other party to the legal relationship is registered/resident outside the Netherlands. The provisions of the Vienna Sales Convention are excluded.
- The court for the district in which Verhaegh has its registered office has exclusive jurisdiction to hear any dispute unless any provision of mandatory law specifies otherwise. The parties will not apply to the court until they have used their best endeavours to resolve any dispute by negotiation between them.